Innocence: Saint Exorcist of Puella Magica
by Toa Solaric
Summary: A boy with no memories of his own in a new world. Girls with magical power destined to falling into despair. Will the boy rise up and become their Savior that they need the most? With the power of Innocence in his hand, he will bring hope to those who have fallen into despair. He is the Saint Exorcist of Puella Magica, his name; Allen Walker
1. The ending of all Normal Days

**Toa Solaric: Yo! I decided to mix up something new for everyone with my new fic.**

**I don't own either D-Gray Man or Puella Madoka Magica!**

Innocence: Saint Exorcist of Puella Magica

Prologue: The ending of all Normal Days…

_A white-haired boy in a black uniform was looking at the man. He never would imagine facing against an __actual vampire here._

_"What do we do now?" Allen asked._

_"I'd rather not fight him if we can avoid it…" the red-haired boy said. He wears a similar uniform like the white haired boy._

_"Even if villagers are precious food to him, we can't let him kill them," Allen said._

_"Right." The red haired boy throws something into the air._

_"Innocence, Invoke!"_

_Allen's red hand starts to glow with bright light and morphed into the giant cannon as his friend was wielding a giant hammer._

_The enemy lets go off the man and laughing at them._

_"Are you trying to fight me?" He asked._

_"If he sucks your blood, our friendship's over, okay?" the red-haired boy asked._

_"Same here!"_

_Without waste any seconds, the enemy went after them at incredible speed. Allen shoots the ground in hope to distract him, but it doesn't seem to affect the vampire._

'_He is fast' Allen thought._

_When the man about launched his teeth at Allen, he forgets his attention at the other boy._

_"Take this!" The red haired boy shouts as he swings his hammer. This sent the vampire back further from them._

_"What are you doing?!" he asked his friend._

_"He moves faster than before!" Allen said. This causes the red haired boy to look stuns._

_"What?" They turn to look at him._

_Krory charged after them again. The red haired boy jumps high into the air._

_"Big Hammer, Little Hammer!" The boy shouted._

_Allen fires his cannon and sends several shots at the man. But the infamous vampire dodges each shot with incredible speed._

_"Grow… Grow… Grow… Grow… Grow!"_

_He notices everything become dark and see a giant hammer above him before it crashed down on him._

_"How's that?" The red-haired boy asked._

_Allen thought they could relax until his eye spotted something, "Huh?!"_

_The vampire surviving the attack, this causes Allen to become surprised, he survived by bite the pointy part of the large hammer to prevent it fall on top of him._

_"No way! Those are some crazy teeth!" The red haired boy said, paled._

_Suddenly he felt a movement in looks down to see the vampire tossed the large hammer as it results the red-haired boy on top of it aside._

_The ground under the man erupted as a giant claw-like a hand grabbed him and the man looks at Allen._

_"Please don't fight," Allen said._

_Krory saw one of the sharp fingers pointed against his neck. Instead of being afraid, the infamous vampire laughs._

_"What weird brats!" He said. "To think that you're still alive after fighting against me…"_

_"Are you two monsters, too? Hmm?" the man asked._

_"No. We're Exorcists," Allen said._

_"You don't say… Good evening… I'm busy! Let me go!" the man said before an evil grin appears on his face._

_He bites down on Allen's giant hand and this causes Allen to yell in pain._

(Real world)

"Wake up, Onii-chan!" This causes Allen's eyes to opened and seen a small attacker on top of him. But the attacker is a little boy with slightly brown hair and a big smile on his face.

"Tatsuya?" Allen asked, looks at his little brother.

"Good morning, Onii-chan," Tatsuya said with a smile.

"I see…" He said.

Allen caresses the little boy's head. He has always liked the energetic little boy.

"I think you should wake Momma up or she will be late." Allen said, "I'm sure Madoka-chan will help you out."

"Hai!" Tatsuya got himself from Allen's bed and left Allen by himself.

Soon Allen's smile disappears as he looks at his arm. Thought it looks normal without any teeth marks on them, but Allen could still feel the pain coming from it.

"The pain… it almost felt real." Allen said. Maybe he shouldn't watch any horror movies with a vampire after the dream.

"The dream…" Allen who is calmer mutters, "Why does it felt real? What is happening to me?"

But there is no one answers to him.

Allen soon got himself from his bed and starting to dress.

* * *

After Allen came downstairs and he was greeted by a pink hair girl at the kitchen room.

"Morning, Allen-nii!" Madoka Kaname said.

"Morning, Madoka-chan," Allen said.

A man working in the kitchen, he was in his thirty, has brown hair and brown eyes and glasses. He turns around and seeing Allen joining the table.

"Do you have a trouble of getting up, Allen?" Tomohisa asked.

"Sorry… I sort got a bad dream about the vampire." Allen said, nervous. He wasn't sure if he should tell them to this family has done much for him.

There's not much known about him even to him. Allen wasn't sure where he comes from and his name was the only thing that he remembered. He was found unconscious by Madoka Kaname when there was a rain of shooting stars in the sky.

It has been a few years when Allen has lived with the Kaname family as one of their own. At first, he was reluctant to accept since he is a totally stranger to this family and felt he doesn't belong here. But Madoka stubborn refused to give on him and helping him to opens up.

"No movies for you, young man." Junko Kaname said in serious tone.

"Okay, Kaa-san," Allen said before sitting down and enjoying his breakfast.

"Do you need any more coffee, honey?" Tomohisa asked.

Junko looks at the clock and shakes her head.

"Hmm, better not," Junko said.

She got up before giving a goodbye kiss to Tomohisa, Allen, and Tatsuya. She gives a high-five to Madoka.

"Alright, I'm off," Junko said.

"Have a good day!" They said as they watch Junko left the house.

"Allen. Madoka. You two should hurry up," Tomohisa said.

They turn to look at the clock for a moment. They continue to remains so for several seconds, until they finally react.

"I'm late/ Oh dear!" Allen and Madoka gasped at the same time.

Allen finished his toast before he grabs his backup as he and Madoka left the house.

This is another typical day begin in the house of Kaname.

But what Allen didn't know this would be the last normal day he would have. He would head into something that going to change the course of his life.

* * *

Walking on the path to Mitakihara, the siblings were walking the same direction as their schools are close to each other.

It wasn't until they saw their friends waiting by the tree.

"Good morning," Madoka said.

Sayaka Miki and Hitomi Shizuki are close friends of Madoka as the girls go to the same school together.

"Morning," Allen said.

"Morning, Allen-kun," Hitomi said.

"You're late, Madoka," Sayaka said. "Did Oji-san make you come late again?"

"I'm not that old, Sayaka-chan," Allen said. Whenever they met, Sayaka calls him that due to his unusual hair color.

"I bet Oji-san eat a lot of breakfast and will become a ball of fat someday," Sayaka said with a mischief grin. This makes Allen smirked.

"You are just jealous that I can eat whatever I want without gains any weight, Sayaka-chan," Allen said in teasing tone. This causes Miki to fluster.

"S-Shut up, Oji-san!" Sayaka sputtered with embarrassment. This caused Hitomi and Madoka to giggle at the two.

Soon they continue walking together as Hitomi and Allen are talking about casual stuff while Sayaka teasing Madoka.

"So you want to become a beautiful popular girl like Hitomi, Madoka?" Sayaka asked. "And you've decided to start changing your reputation with these hair ribbons, huh?"

"You've got it wrong! My mom made me—" Madoka protested.

"I see! You even got your mom to tell you the secret to becoming popular! How shameless!" Sayaka said. It wasn't until Sayaka chase Madoka around before Sayaka ends up ticking her.

"Stop it, Sayaka-chan!" Madoka can't help but laugh out loud.

Hitomi sighed as she looks at Allen for some ideas.

"Allen-kun?" Hitomi asked.

Allen wasn't paid any attention to the girls as he was focused on his mind. Allen thought back to few words from his dream that he can't seem to forget.

_Akuma… Exorcists… Innocence… _

He does not know what those words mean, but Allen feels great significance about them.

"Ahem" Hitomi coughed as she got their attention.

"While you two are playing, you know we can't be late," Hitomi said.

Pretty soon, Allen sees Madoka and his friends off at Mitakihara Middle School before he heads to Mitakihara High school.

"I better get moving," Allen said.

However, Allen stops when he turns his gaze and sees his reflection in the river. Allen is shock and motionless.

The reason?

His body has changed…

Now he had one of his arms red with a cross engraved on the hand, a red line on his right eye, and he wore the uniform from his dream.

"EH!?" Allen exclaims upon seeing the sudden changes in his body.

However, he looking once again at his reflection and his physical appearance is back to normal.

"What was that?" The white haired boy asked at his reflection.

But Allen would be late if he continued to waste his time stares at his reflection, so he decides to continue walking to his school.

* * *

The wheel of fate starts to turn again as a new change will occur.

A single boy without any memories.

Girls with magical power.

Their fate slowly merged with another.

One boy's life will alter the life of those who destined to fall into darkness forever and an eternal struggle against despair. These magical girls could be the hope the boy looking for.

His name is Allen Kaname. But he goes by another name.

Allen Walker.

* * *

**AN: What do you think for my non-KR fic? This is something I want to do and especially I feel like I could handle it. Also what do you think of my portrayal of Allen? Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	2. Reawaken of Innocence!

**Toa Solaric: Yo! ****Welcome back, everyone! ****T****o the**** first chapter of Innocence: Saint Exorcist of Puella Magica!**

**I don't own either D-Gray Man or Puella Madoka Magica!**

* * *

Innocence: Saint Exorcist of Puella Magica

Ch1: Reawaken of Innocence!

In a local hospital, a girl got up from her bed.

"I still have time…" The girl said to herself.

She got up from her bed and looks at the strange purple gem in her hand. It was this thanks to this object that she was able to come back here.

The girl has really long black hair that she tied them into two braid ponytail and her eyes are purple.

"I have to warn them… They mustn't trust Kyuubey," Homura mutters.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practice with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolling down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. Allen and Madoka spend time with their family.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls, were sitting together in the park and having a picnic.

* * *

School has going by fast for Allen as he packing up his books into his bag.

Most students would be attending their clubs except for Allen who didn't finding any interests in them.

It won't be long until her sister and her friends are going home as well. But Allen is totally unaware that his little sister has a secret of her own.

* * *

Madoka left her class after the bells ring to meet up with someone in the hallway. She has to make an excuse to her friends about where she was really going to see.

Madoka looks around until she saw a blond hair girl who is busy in putting stuffs away.

"Mami-san!" Madoka said.

"Good timing, Madoka," Mami said after closing her locker. Madoka knows Mami a while back when she shows up to helps Madoka. She always has a calm aura and friendly personality.

"Are you up for a witch hunt?" Mami asked.

Madoka nodded as she follows the blonde hair girl. But she is going to be in for a surprise of what her older brother got him into.

* * *

Allen is stands and looking at the Ice Cream truck menu.

"What would you like, sonny?" The elderly woman asked.

"I would like two vanilla ice creams on cones, please." Allen said.

"Come right up," The ice cream owner replies. She began scooping up the ice creams.

Allen sat alone in the park while enjoying his ice cream cones. He always comes here after school to relax and the ice creams here is really good.

As he was eating his ice cream, he remembered that he and his family often hang out together.

(**Flashback**)

_The Kaname family was having a picnic in the park. Madoka's best friend Sayaka is invited to join them. _

"_Here I come, you two!" A young Allen said._

_He was playing with Sayaka and Madoka in the park. The two girls began to run when the white haired boy starts to chasing them._

_It wasn't until Allen started to chase after Sayaka._

"_Sayaka-chan!" Madoka is calling out to her best friend._

"_Madoka-chan, don't get caught in oji-san's hand! Or you will become old as him!" Sayaka said. This causes Allen to make a face._

"_I'm not old!" Allen exclaimed._

_It wasn't long until he caught Sayaka with his arms. Sayaka struggles with all her might._

"_Curse you, Allen-ojisan!" Sayaka exclaimed._

"_That is for calling me old." Allen said with a small grin. This causes Sayaka to pout._

"_Because of you, I'm going to be old!" This somehow causes Madoka and Allen laughed. _

(**Present**)

Allen opens up a little more than before. But he still a little annoyed when Sayaka calling him old.

_There is something still hasn't changed lately…_ Allen thought as he think back to the old time. Allen finished his ice cream and eating the cones.

An hour later, Allen was seen walking on his way home. When he passed through an abandon building, Allen felt something strange about the air. But it wasn't until his surrounding suddenly changing immediately.

This causes Allen's eyes to become wide.

"Huh?! What is going on here?" Allen exclaimed. He remembered that he was about to cross the street just a moment ago.

The world around him suddenly seems to distort and melt away, only to be replaced by a psychedelic display of colors and sounds. There evil paled looking trees appear out of nowhere and stares back at him.

_This place… it reminds me of that series… I think it's the Twilight Zone…_ Allen thought. This place definitely could come out of Twilight zone.

"What the hell…" Allen muttered under the circumstance.

It wasn't long until Allen tries to search for his way out.

But finding exit to a place like this is more difficult than he expect.

Allen tries to look for a way out of this strange place. But everywhere he goes; there are more scary trees around him whenever he turns.

_I almost swear that they are alive…_ Allen thought to himself.

When the white-haired teen going into another direction, Allen hears a bestial cry come from the scary trees. Black crows with multiplies eyes emerged out of the trees and they glances at Allen.

"Shit!" Allen frowned as he starts running for his life.

The multiple eyes crows saw him run and they all flying after him.

* * *

While Allen was looking for his way out of the place, there are two figures emerged through a portal and land on the ground.

"Are you alright, Madoka?" Mami asked.

Madoka nodded, "I'm okay, Mami-san."

Suddenly the pink-haired girl spotted something lies on the ground. This causes Madoka's eyes wide as she know it almost anywhere.

"No…" Madoka said in a quiet tone.

"What's wrong?" Mami asked.

"This bag belonged to my Onii-chan…!" Madoka said. Mami has a shock expression on her face now.

Madoka got herself up and starts running.

"Madoka! Where are you going?!" Mami asked. But Madoka couldn't hear her voice.

* * *

Allen falls to the ground after he failed to get all of the crows to leave him alone. His school uniform is tattered and his face is bleeding.

"Am I going to die like this…?" Allen muttered quietly. Being killed by these strange crows?

_I don't want to die yet…_ Memories flickers across his mind. The event three years ago, Allen was found by Madoka and her family.

_A chance to live with a family…_ a young Allen spent time with Madoka and his new family.

The crows were about to attack him. His hand starts to turn red.

_There is so much I want to do…_ Allen wants to stay with Madoka and his adopted family.

Allen slowly got himself up.

"I don't want to die yet!" Allen shouted.

When the demonic crows are inches close to Allen, a bright light appear out and slices down the numerous of the demonic crows.

Where is the light coming from?

It comes from Allen's hand.

"No way…" Allen said.

Allen has a surprise look on his face when the light vanished and reveals a giant claw like hand. It's appearance similar to the one…

"From my dream…" Allen said as he stares at his left arm.

_What is this power?_ Allen thought.

But Allen can't just rest yet.

Suddenly more demonic crows emerged from the trees and were about to strike vengeance at Allen. When Allen thought he is ready to fight back, the demonic crows were shots down with pink arrows.

"Huh?" Allen looks surprise.

"That was a close one, Allen-nii." A familiar voice said.

Allen turns around and he couldn't believe what he was seeing.

"Madoka-chan?!" Allen exclaimed.

It's Madoka, but what caught Allen's attention is her outfit consists of a cute pink dress with a wide skirt, cute shoes and matching gloves. In her hand is a bow.

"Madoka…" Allen said.

"I'm sorry that I've kept this from you… Onii-chan" Madoka said with a hint of guilt. She was expecting her brother would be mad at her.

"Why didn't you tell me you are secretly into cosplaying?!" Allen asked, points a finger at the pink-haired girl.

This caught Madoka off guard before her face turn redden. How could her brother think she is cosplaying right now?

"T-This isn't cosplaying, Allen-nii!" Madoka exclaimed in embarrassing tone. Her main priority is getting him out of here.

"You should have told me that you're into cosplaying… then I would have gone with you to an anime convention." Allen continued. While looking that the bow is really well made... Almost look real.

But that cannot be possible... Right?

"Still, if you told me I could have gone with you and protect you from any weirdo!" Allen exclaimed in his 'Protective Brother' mode, as he knows there is a certain kind of... Otakus and could be dangerous for Madoka to go alone cosplaying.

This cause Madoka's face turn even redder.

"Allen-nii…" Madoka stuttered, but a loud sound interrupts her and Allen's conversation. A powerful breeze comes their way as a giant raven with a monster like talons appeared in the sky above them.

"What is that?" Allen asked.

"It's the Witch," Madoka said with a calm tone. This caught Allen's attention.

_What the hell is going on? _Allen thought.

The demonic crow saw the pair and attacks them with mini bird minions.

Allen stands between the monster and his little sister as he took out the birds with his newfound claw hand. Madoka notices his brother's arm and look surprised.

"Allen-nii! W-What happens to your arm?" Madoka gasped.

Madoka stares at his left arm that turns into a monster like claw.

"I'm not exactly sure how this happened…" Allen shrugged. There still a lot he doesn't know about.

"But it comes in handy," Allen added.

The demonic crow lets out a screech before coming after them.

"Onii-chan, get back!" Madoka said, getting out her bow.

Pink energy like arrow materialized in her hands as she pulls back the string and fired her arrow. The demonic crow was hit by the arrow in the face and causes an explosion.

"That bow is real…!" Allen said with disbelief. What the hell did Madoka sign up for?

"The witch isn't down yet," Madoka said.

There are two red glow eyes stares through the dust as the demonic crow let out a screech into the air. Madoka suddenly jumps forward and gone after the monster.

"Madoka, wait!" The white haired boy tries his best to keeping up with his little sister.

The demonic crow fires a screech blast at Madoka.

But Madoka dodges the attack in middle air before gets out her bow as the Witch is in her sight. She summons out an energy arrow into her bow and fired at the Witch's neck.

This causes the Witch to scream in pain before it starting to fall into the ground.

_I need to hold out until Mami-san gets here… _Madoka thought before something causes her to become shock.

Allen charges directly at the demonic bird as it keeps descending to the ground.

_I got this!_ Allen thought. When the demonic bird came down, he will strike the bird down.

But there is a flaw to his plan, the Witch slowly stirs up.

"Allen-nii, watch out!" Madoka shout but her warning came too late.

The Witch opens its eyes and saw Allen. When Allen got to close to the Witch, the demonic crow fires a feature at him.

Allen tries his best to dodge, but the feature's speed surpassed his and strikes him near his left eye.

"AAaaahhh!" Allen screams in pain.

Allen falls to the ground while using his other hand to cover his bleed face.

Before the Witch could do anymore damage, bunch of pink arrows hit it's back and the demonic crow turns to look at Madoka who looks angry.

"I won't forgive you!" Madoka said with angry.

The demonic crow is about to attack Madoka, when numerous of bullets hit the witch's back. Madoka turns and saw her friend Mami.

"There you are, Madoka," Mami said. She isn't wearing her Mitakihara school uniform anymore, but a dress similar to Madoka and a small orange gem can be spotted adorning one of the ribbons on her hair.

"Sorry, my Onii-chan is here." Madoka explained.

This caught Mami by surprises before she regain her composition.

"Your brother…" Mami said. "Then we should finish the Witch first. Shall we, Madoka?"

Madoka nodded.

While Madoka and Mami fighting against the Witch, Allen still feels the pain from the demonic crow shot closed to his eye.

"_Save me…_" a sad voice whispered.

This caught Allen's attention.

_Is that a voice? But where is it coming from?_ Allen thought. He looks around but he saw no one.

"_Save me…_" the sad voice said again.

Allen looks up as he saw something he couldn't believe his eyes.

Above the demonic crow that Madoka calls a Witch, a faint shape of girl with chains on the top of the monster's head.

_Is that a girl?_ Allen thought. For some reason, Madoka or the other girl can't see the girl on top of the witch…

But how can Allen see the girl when they couldn't?

When the demonic crow damaged his eye, something in Allen's eye awakens as marks surrounding his red eye. Yes, Allen's eye turns from gray to red.

"What is going on here…?" Allen asked himself.

Mami conjures several dozen muskets around. With a simple gesture, she makes them fire simultaneously, effectively counting as an area of effect-type blast that prevents the demonic cow like Witch from fleeing successfully.

Hit by the barrage of bullets, the Witch writhes in pain and is sent crashing into an adjacent tree. Allen continues to watch as Mami looking at Madoka.

"Let's finishing this, Madoka!" Mami said.

"Hai!"

Mami manifest another weapon. This time it is a just single gun – an oversized musket that should probably be classified more a cannon than a handgun.

Madoka manifest a big pink magic circle in front of her. Madoka pulls her bowstring back and fired a single shot into the circle.

"MAGICA FINALE!" Mami and Madoka shout at the same time. The girls unleash their fury on the Witch's crow face.

The Witch writhes and thrashes about, knocking over the platform and demolishing bits of scenery before ultimately disintegrating into black particles of nothing. With the defeat of the Witch, the surrounding collapses and everything returns to reality.

Madoka looks down and saw Allen collapsing on the floor from the bleeding.

"Onii-chan!" Madoka cried out.

Madoka soon lands on the ground and ran to her brother's side. The giant claw like arm has disappeared, but something on Allen's eye caught Madoka's attention.

"That mark…" Madoka said quietly. She felt like she have seen it before.

"Madoka-chan…" Allen said weakly before passing out.

Madoka caught her brother in time.

* * *

A few hours later, Allen slowly wakes up and moved to the side as the sun face them. Allen suddenly opens his eyes wide and got himself up.

"Where… am I?" Allen asked as he looks around.

He wasn't in the strange world anymore, but he seems to be in someone's room.

Allen suddenly looks at his left hand and turned shock.

_What the hell?_ Allen thought as he stares at his left arm. Its color is red, but it similar to copper and there is a white cross on it.

"So it wasn't a dream…" Allen mutters.

Allen soon remember the events that happen and-

"Madoka-chan! Where are you?!" Allen demands.

"Allen-nii!" Allen turns around and saw Madoka came toward them.

"Madoka-chan!" Madoka hugged her older brother.

"You're awake." Madoka sniffled.

"The last thing I remember was you were cosplay…" Allen said. This causes Madoka's face turn red.

"I wasn't cosplaying, Onii-chan!" Madoka exclaimed. "How could you talk about cosplay at the time like this?! You almost die out there!"

"What you have experience is the real thing." Madoka and Allen turn around to see Mami walking into the room.

"And you're…?" Allen asked.

"My name is Mami Tomoe, a second year student at the Mitakihara Middle School." Mami said. So she is from the same school as Madoka?

"So Mami-san, would you tell me what exactly is going on here?" Allen asked, becoming curious.

"_We would like to know as well. Especially about you, Allen Walker._" A voice said.

Allen turns to see a strange white cat coming out of the shadow.

"Who are you…?" Now there is a talking cat?

"Allen-nii, this is Kyuubey." Madoka said.

"_So you can really see me. How interesting…_" The white creature mutters.

Allen wasn't sure why, but it sounds like Kyuubey already knows about him…

"Kyuubey is our contractor." Mami said.

"For what?" Allen asked.

"In order to fight Monsters known as Witches, we become Magical Girls." Madoka said.

Allen blinks a few second until his face has a shocked expression.

"N-Nani?!" Just when Allen thought anything gets weirder.

His little sister is actually a secret costume heroine fighting monsters?!

**To be continuing…**

* * *

**AN: So what do you think of the first chapter? It looks like Allen reawakens his Innocence and got a peek at what inside the Witch… How will Allen be impacted by the existences of Witch especially his little sister is a Magical Girl?! Hopefully, he will get some explanation soon or he will freak out...! Also what do you think of the OP I created? I thought of making it different from the normal Madoka Magica OP, but don't ask me about the ending song since I have no idea of which to choose. Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	3. The Magical Girls

**Toa Solaric: Yo! Welcome back, everyone to another chapter of Saint Exorcist.** **I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me.**

**I don't own either D-Gray Man or Puella Madoka Magica!**

* * *

Innocence: Saint Exorcist of Puella Magica

Ch2: The Magical Girls

Allen wasn't sure why, but it sounds like Kyuubey already knows about him…

"Kyuubey is our contractor." Mami said.

"For what?" Allen asked.

"In order to fight Monsters known as Witches, we become Magical Girls." Madoka said.

Allen blinks a few second until his face has a shocked expression.

"N-Nani?!" Allen exclaimed.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolling down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls, were sitting together in the park and having a picnic.

* * *

"Do you get what you got yourself involved so far?" Mami asked.

"I… I'm not sure," Allen said. "This is a lot hard to believe… Magical Girls and Witches…"

During the last hours here, Allen gained a lot of insight about these Magical Girls and their jobs, and why they fought Witches. To be honest, it sounds a lot like something from an anime. But what cause him to be suspicious are the making wishes in exchange for the ability to transform into a Magical Girls and the subject about Soul Gems.

"I know it's a lot hard to take in. But it's true," Mami said.

Allen nodded slowly before he looks at Madoka.

"Madoka-chan… how long have you been a Magical Girl?" Allen asked.

Madoka looks down with sadness.

"I have become a Magical Girl for a few years," Madoka answered.

"But what made you decide to become a Magical Girl in the first? Isn't the job dangerous?" Allen protested with worried in his tone. His big brother instinct causes him to fill with worry for Madoka right now.

"Because it's the only way to save you," Madoka explains. "Do you remember the illness, you got?" she asked.

"The illness…" Allen started before his face fill with disbelief. Why did Madoka want him to remember the illness?

_No, Madoka couldn't have…_ Allen thought.

"What is the illness?" Mami asked, looking confused. She only knows Madoka uses her wish to save her brother.

Allen looks at Mami before he explains.

"A while back, I felt extreme ill like my body suddenly becoming weaker than usual before I passed out in gym class. It wasn't until they call my parents about the situation before I was sent to the hospital. The doctors couldn't find out why my body acting this way." Allen explains. Mami looks quite shocked at Allen.

"I heard the doctors told my parents that my time was shorten than any patients they came across so far..." Allen continued.

His family were saddened by the news of Allen's life is going to be shorter.

"Kyuubey, how were you there?" Mami asked to her contractor.

Kyuubey looks at Mami before he gets himself up from the ground.

"_I was there to see Madoka felt despair and sorrow when she learns the news. Madoka is the one who made the wish in order to save you._" Kyuubey explains. "_This type of illness is something the human doctors never find the cause and eating away your life._"

"Madoka-chan… I-I'm so sorry," Allen said with a sad face.

"It's not your fault, Allen-nii," Madoka said. "I didn't have regrets in making the wish to save you and I have no regret in becoming a Magical Girl either."

"But why…? Don't you know what you got yourself into?" Allen asked.

"I know you might think it's scary and I felt the same." Madoka answered, as she thought back to how many times Allen and Sayaka protected her from bullies. "I've always felt scared and useless most of the time."

She was shy, low-confidence and always felt insignificance in the world before she becomes a Magical Girl.

"Madoka…" Allen muttered.

Madoka looks at her Soul Gem in her hands.

"It's true that it's scary at first, but I don't want my family or anyone else being hunted by the Witches… I can save people. But I want to stand on my own legs." Madoka said.

Allen looks at Madoka.

"Being a Magical Girl means a lot to me." Madoka said.

Allen soon turns his attention to Kyuubey and Mami.

"Hey Kyuubey-san," Allen asked. "What's happening to me?"

"_I'm not sure… from what Madoka told me… I'm clueless as you're about your transformation arm, but I'm surprised you can fight Familiars._" Kyuubey replied.

"Is there a way to turn Allen-san back to normal?" Mami asked.

"_I don't think the combine healing magic would restore him become to normal..._" Kyuubey answered.

Allen suddenly looks at Mami.

"I also want to thank you personally… Mami." Allen said. The blond haired girl looks at him.

"What for?" Mami asked.

"You have been there for my sister when I wasn't there to looking out for her. I'm in your debt." Allen said politely.

"You're welcome, Allen. I can see how much Madoka looks up to you. It just unfortunately… you got caught in the mess of a Witch and get these strange abilities." Mami said with hints of guilty.

"We will find a way to return you back to normal, Allen-nii." Madoka said with determination.

* * *

Sometime later when Allen and Madoka left Mami's apartment, Kyuubey watching the siblings, but his eyes focused on Allen.

"_Allen Walker, what exactly are you?_" Kyuubey muttered to himself.

Kyuubey isn't sure why since he has seen this boy before at the hospital to make Madoka's wish to come true, but he got a feeling something about Allen's arm is giving off a dangerous aura.

_But how could a human like you gained such power…?_ Kyuubey thought.

Allen might be a potential threat to his plan. A human gained power different from the Magical Girls who made a contract with him.

"_But still…_"

However, Kyuubey is curious about what type of power Allen has and decided to watch him for his amusement.

* * *

(Kaname Residence)

It was later at night in Kaname Residence.

Allen couldn't sleep even after eating dinner with his family. He was lying on top of his bed and trying to make himself fall to sleep. But it's not working for him.

He looks at his left arm again. The arm that transforming when he got attacked by the Familiars.

_What is happening to me?_ Allen thought. He glad that Mami places an illusion spell on his arms and tattoo eye from normal people to see them or his parents would think he is going to the rebellion phrase.

"Madoka…" Allen said. He can't believe that his sister is the reason why he is able to recover from the illness.

The doctors say he was about to die soon and his family watched him with sadness on their faces. In some strange miracle, Allen recovered in full health as this let's many doctors and his family in disbelief when they thought he is going to die.

But the real miracle worker: Madoka.

The one who saves him.

_Madoka-chan… she saves me again. How could I let my little sister being the one who save me? After everything she has done for me?!_ Allen thought struggling with himself.

"_It's true that it's scary at first, but I don't want my family or anyone else being hunted by the Witches… I can save people. But I want to stand on my legs_."

Allen thought back to Madoka keeping smiling and how he never notices what she is going through.

"How could I take responsibility for it?" Allen asked to himself.

Suddenly there is an idea hits his mind.

He looks at his changed arm and got a new determination.

_It isn't over yet… I only failed if I give up; I'm not letting Madoka-chan makes anymore sacrifices for me… _Allen thought to himself.

* * *

(The next morning)

Madoka wakes up and she was ready for school. There is a lot going through her head like Allen learning about the existence of Magical Girls and Witches.

_I hope he is okay…_ Madoka thought as she decides to check on him.

It's wasn't until she stops by her brother's room and she saw Tatsuya stood in front of Allen's window.

She looks around Allen's room and doesn't see her older brother anywhere.

"Nee-chan!" Tatsuya said.

"Tatsuya, what are you doing here?" Madoka asked. "And where is Allen-nii?"

"He jump window." Tatsuya said.

"Huh?" Madoka asked, looking out the window.

She looks around, but she couldn't see Allen anywhere. But Tatsuya is the one who saw Allen climbed out the window.

"Allen-nii…" Madoka whispered in a sad tone. Why Allen did leave the house this early in the morning?

But she knows there is one answer.

Her little brother looks at her and seeing her sister making faces.

"Onii-chan okay?" Tatsuya asked curious.

"Don't worry, Tatsuya. Allen-nii will be okay. He just needs sometime for himself..." Madoka said with a smile.

She still feels worry about Allen's well-being since yesterday, especially his arm. She can't help wonder think back to the tattoo.

_That mark… _Madoka thought. Suddenly Madoka has a flashback about the past.

(**Flashback**)

_A younger Madoka tries to move to another place where she can see the raining of shooting stars better. _

"_So many stars…" Madoka said with amazement. It's too bad that Sayaka and Hitomi weren't here to see this amazing sight._

"_What should I wished for?" Madoka asked herself. With so many stars falling in the sky, Madoka sure she could make a lot of wishes._

_But it wasn't until she spots something with her little eyes._

"_Huh?" _

_Madoka suddenly stops when she saw a shadow figure resting on the grass. The boy looks a little older than her, had white hair, and his clothes are torn up. But what caught the attention is the strange red tattoo on his left eye._

_Madoka then saw the boy's fingers twitching._

"_Are you okay?" Madoka asked._

_The boy's eyes open and revealing grayish orbs._

"_Who… are you?" The boy asked weakly before passing out again._

"_Don't worry! I will find Kaa-san and Tou-san!" Madoka said. Her parents might know some way to help this boy._

_She ran back to her home in hopes to get her parents' help._

* * *

The town seems to be normal as Allen passed through many crowd people even on a school day.

But there are times when someone won't show up for school due to a situation that they're facing right now.

Like Allen right now.

This is only a one time situation.

Instead of wearing his school uniform, Allen wears a blue hooded jacket, grayish glove, black jean, and shoes.

Allen wears a grayish glove to cover up his left hand so that no one will see it. Even if he kept his hand hiding from the public, he could still feel power flowing through it.

Though he is slight envy of his sister could hide her Soul Gem as a ring.

_But how do I use it?_ Allen thought. There are still a lot he doesn't know about this mysterious power of his.

Allen went and visits one place.

The Ice cream truck.

"Morning, Obaa-san," Allen said.

"This is a pleasant surprise to see my favorite customer here early. Oh? Did you get that tattoo yesterday?" The Ice cream lady asked.

Allen looks kind of surprised. She would think that he might be in a rebel phrase.

"Yeah…" Allen said.

"I think it looks neat on you." The Ice cream lady said.

"Umm… thank you, madam." Allen said.

"Do you want the usual?" She asked.

"Yes, please." Allen answered with a small smile.

* * *

While Allen is wandering around the city, Sayaka and Hitomi are wearing disbelief looks on their faces after hearing Madoka's explanation for Allen's absence.

"Huh? You haven't seen Allen-ojisan this morning?!" Sayaka asked in a surprised tone.

When she learns Allen disappear this morning from the house, Sayaka can't help but feels concerned about Allen. Though they argued with each other often, but she cares about Allen.

"Are you sure Allen-kun didn't just left early for school?" Hitomi asked. Madoka shakes her head.

"I'm not sure, but his schoolbag lies on his table when I came to his room." Madoka said. Though she is a little worried about where her brother has gone. This causes her two friends to freeze at her words.

"Hitomi-chan? Sayaka-chan?" Madoka asked. "What's wrong?"

"Do you think Allen-kun would be…?" Hitomi asked with worried. She isn't sure what she feels whenever she is around Allen. But he is different from most boys she has known well.

"No… he couldn't be thinking of skipping school!" Sayaka protested.

Before Madoka could say anything, Sayaka and Hitomi went off in a minute.

"Where are you going?" Madoka asked.

* * *

After eating his ice creams, Allen felt a little better as he has continue wandering through town. Whenever he comes across people, they would think his tattoo is either cool or trying to stay far away from him.

Allen soon comes across the street where he got caught in the witch's barrier.

Even if he doesn't want to remember the event, his arm and tattoo were prove of what happened today was real.

Even the strange ghost girl.

"_Save me…_" The ghostly girl said. There were many emotions going through Allen right now when he thought about that ghost girl on the Witch.

She looks like she is in pain when she is bound to the monster.

_Why am I the only one who can see her?_ Allen thought to himself. Kyuubey couldn't figure out what happens to him.

While he is too focused on his thought, he wasn't aware of footsteps coming toward him.

"Allen, is that you?" A familiar voice asked. Allen turns around and seeing Mami in her school uniform.

"Mami… I'm surprised to see you here." Allen said.

"What are you doing out here?" Mami asked.

"I'm still loss about being caught up in this strange mess," Allen admits.

"I see… " Mami suddenly thought of an idea before taking Allen's hand. This causes Allen to look surprised at the blonde hair girl.

"Mami?" Allen asked.

"Come on, I know a place where we can both relax," Mami said kindly. She knows well that Allen still looks troubled and decide that she will help him after Madoka done much for her.

* * *

(Pastry)

The door opens as Mami and Allen coming into the store. Allen never comes here before, but he has often sees the deserts in front of the windows. He is amazing to see such a place with so many pastries.

It wasn't until a receptionist noticed them.

"Welcome! It nice to see you again, Tomoe-san?" the man asked. Mami let out a little giggle.

"I'm fine today. Thank you." Mami said.

"How may I help you?" the receptionist asked.

"I would like to pick up my order, please." Mami said.

"Coming right up," The man said before he went to the back counter.

Allen looks at Mami.

"Do you come here a lot?" Allen asked. Mami let out a smile.

"Of course, but today is a special occasion." Mami said.

Mami invited Allen to sit down with her at a table.

It wasn't long until the man comes out and brought in three cakes to their table. Allen looks quite surprised at the three cakes on the table.

"Here is your order," the man said.

"Thank you." Mami said.

Mami pushed the two cakes to Allen's side while she took the remaining cake for herself.

Allen looks at these cakes. These are the tastiest looking cakes Allen has ever seen.

He can feel himself drooling over them.

"M-Mami, are these cakes for me?" Allen asked, trying to wipe the drool off his face.

He is trying his best to be a gentleman and trying to not let his gluttony side take over.

But Mami's words will soon make a big difference for Allen.

"Of course, I have ordered extra just for you, Allen." The blonde haired girl said. Madoka often tells her about how Allen eats more than anyone in her family. Mami could see right when Allen starts to drool a little.

Without any saying anything, Allen began to dig into his first cake while Mami eating her own cake.

"This is good…" Allen said after his first bite.

"Eating deserts with friends makes everything better…" Mami said. Madoka is one of the few people she considers friend and make her life less lonely.

"That's true…" Allen said. This makes Mami smiled.

"What is troubling you?" Mami asked.

Allen stops eating his cake for a moment.

"Is there a way that I can become stronger?" Allen asked. Mami can guess what on Allen's mind.

"Is this for Madoka?" Allen nodded.

"I don't want to become useless again when it come across another Witch or Familiar." Allen answered. "Mami, will you help me?" He asked.

"I will do whatever I can to help you mastered that arm of yours." Mami said.

"Thank you." Allen said.

* * *

After they left the pastry store, Allen and Mami went off to the next section of the town. But it wasn't until Mami stop when she saw something.

"Mami, what's up?" Allen asked.

They saw two men were playing a game of poker, but the man with the glasses grin.

"It looks like you lost." The man said before showing his cards.

"Damn it, I thought I will get that teddy bear." The depressed man said before he gets himself up from the chair.

He soon left the area with his wife.

The glasses man suddenly notices Allen and Mami.

"How will you let to play a game of chance? The prize is this adorable little guy here." The glasses man offered, showing a brown stuffed bear in his hand.

Allen saw Mami looks at the stuffed bear and made his decision.

"Alright, I will play a game." Allen said.

"Are you sure, Allen?" Mami asked with a hint of worry.

"Don't worry, Mami. This is something I can do to repay for your kindness early." Allen said.

Allen sat down on the chair and looks at the glasses man.

"How much are you going to bet for this little guy?" The man asked.

Allen places some money on the table.

"Will this much do?" Allen asked. This makes the man smiled.

"Very well…" The man said before he starts to shuffle the cards and place it on the table.

_There is no way he would win…_ The man thought.

It wasn't long as everyone watched Allen playing against the man as they look disbelief at the match.

"Call!" Allen said as he showed his cards on the table.

They are Ace, King, Queen, Jack, and 10 of Spades.

"A Royal Straight Flusher…?" The man asked, looks disbelief at his hands. "But how d-did you?"

"I've been practicing…" Allen answered.

The glasses man thought this high school student is an easy match and he would get his money soon enough.

But this is the first time, he loses.

However, no one knows the reason why Allen is good with his cards.

He cheated.

He discovers this unusual talent at Poker when he challenged a bully who been taking things from others. It wasn't long until he is called the White Devil of Cards at his school when he challenged various bullies who caused trouble for the normal people and teach the similar lesson by taking their belongings as prizes. But he kept his poker a secret from Madoka and his family.

_It makes sense that he cheated so many people for a single stuffed bear…_ Allen thought darkly.

Mami isn't sure why she got this strange feeling when she watching the match. She can't help but noticing how different Allen was when playing his cards and why Allen got the right cards.

_Maybe I'm looking at it too much…_ Mami thought as she shakes her head.

Allen soon approached Mami and shows her the bear.

"Mami, this is for you." Allen said.

Mami took the bear in her hands and looks at Allen.

"Allen… Thank you so much." Mami said, smiling before hugging the bear. She would treasure this bear since it from Allen.

* * *

It wasn't long until the sun starting to set down. Sayaka and Hitomi were walking together as they don't have any luck of finding Allen anywhere.

"Where could Allen-ojisan be?" Sayaka asked.

Hitomi sighed.

"I'm not sure. But how are we going to explain to Madoka?" Hitomi said, sadly.

Just when they're going to call it a day, the girls saw two people walking together down on the street far from them. What caught their attention is one of them is a boy with white hair.

The girls only know one teen with white hair; Allen.

"Allen-ojisan/Allen-kun?" Sayaka and Hitomi look surprised. The older teen is here all the time!

But what is more surprising to them is the blond hair girl next to him. She was wearing their school uniform.

"What are they doing?" Sayaka asked.

"They could be on a date." Hitomi said.

Meanwhile Allen immediately notices how late, they stay out after looking at the time.

"Mami, is it alright if I walk you home?" Allen asked.

Mami looks surprised at Allen in his offer of walking her home. Mami also will like Allen's company when this is her first time hanging out with a boy.

"I-it will be nice, Allen." Mami said. Her cheeks feel warm already when she says that.

But they were unaware that Sayaka and Hitomi were watching them from afar.

They can't move or reaction while they watch Allen and Mami walking together as if they're on a date.

_Why am I feeling like something torn from my chest?_ Sayaka thought.

"Allen-kun…" Hitomi said.

_What is wrong with me?_ The girls thought.

Both of the girls feel pain in the chest... as they cannot explain why they feel like that after they see Allen with another girl.

* * *

(Later at Mami's apartment)

Allen walks Mami to her apartment. Mami turns to look at Allen.

"I have a great time today, Allen." Mami said.

"Well, this is the first time for me as well." Allen admits.

Mami giggled a bit.

"You're such a gentleman. Madoka must be lucky to have an older brother like you." Mami said.

"When you aren't busy with Witch hunting, we should do this again?" Allen jokingly asked.

"Maybe we should… but I don't think you should keep Madoka-chan waiting," Mami stated before blushing.

"Oh yeah." Allen said before he is ready to leave.

"Wait!" Allen turns and looks at Mami.

"What's wrong?" Mami's face is still a little red.

"I-I mean to say… Thank you for spending time with me today, Allen. I hoped to see you again tomorrow." Mami said.

She soon go into her apartment room and closed the door.

Allen starts to blush as well and starting to head for home. But his thoughts head back to Mami, the veteran Magical Girl. Allen sees her as a nice girl and wants to know her a little more now.

* * *

(**Playing -Man ending 01: Snow Kiss**)

The Soul Gems were glowing around Allen's Innocence.

**Night growing...**

**Recall that memory**

Allen is resting on the rooftop of his house.

**Biting my shivering lips**

Madoka came to join him as they watch over the moon.

**I put my shoulder on yours**

There is shooting star fall from the sky. Allen tries to reach out with his hand.

**The day when I last saw you**

Allen and Homura were standing in front of Madoka as they see different futures.

**Is hidden deep in my memories**

Sayaka got out her sword and Mami adjusted her hat in front of the mirror.

**On the lake, we walked along that wonderful view**

Allen and Madoka were joined by Sayaka, Mami, Homura and Kyoko to enjoying the view of the sky.

**Snow kiss**

**Don't tell me goodbye just now**

Suddenly there are rains of many shooting stars in the night sky.

**My feelings towards you let me a permanent scar**

Allen and the girls soon start running after those stars in the sky.

**Don't try to erase it...**

**Don't try to erase it...**

* * *

**AN: So what do you think of Allen and Mami's spending time together? It looks like they might get to knowing another soon enough. It looks like Allen still retained his skills in poker hehehehe…**

**What is Kyuubey planning? Allen is a little skeptical about the Soul Gems system, but he better keep an eye out for the white cat.**

**What do you think of this chapter? Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	4. The new student Homura-chan!

**Toa Solaric: I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me.**

* * *

Innocence: Saint Exorcist of Puella Magica

Ch3: The new student Homura-chan! Familiar face off!

It's early morning at the Kaname Residence, but the two boys were stealthy walking through the hallways like ninjas and enter a certain room. They have an important mission to do and must fulfill at all cost.

Allen and Tatsuya look at each other as they're about to do their task.

"Here we go, Tatsuya!" Allen said.

"Hai, Onii-chan." The little boy said.

"On three!"

"One… two… three!"

Both of them pulled the bed sheet from the bed and reveal a sleepy Junko Kaname.

"Aaahhh! My eyes!" Junko screamed as the sunlight hits her face and pretends to be blind from the light.

Allen looks at Tatsuya.

"Good job, little bro." Allen said, patting his head.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

After finishing their breakfast, Allen and Madoka left the house as we can see them walking together. Madoka glances at Allen since breakfast this morning. She can't help but noticing her brother is in a better mood since yesterday when he came home. The walk must make Allen feels better and Madoka glad he came home safely.

But it wasn't until Allen saw her peeking at him.

"Madoka-chan, what's wrong?" Allen asked. This cause Madoka's face turns red when he caught her.

"It's nothing, Allen-nii…" Madoka said in embarrassment.

"Are you still worried that I left yesterday?" Allen asked.

This causes Madoka to be silent.

"Madoka-chan, I—" Allen tried to explain, but Madoka cuts him off first.

"It doesn't matter, Allen-nii." Madoka said. "I'm just happy that you came home safely." She said with a bright smile.

(Yesterday)

_Allen came home and Madoka is there waiting for him before hugging him._

"_Madoka-chan…" The white hair teen looks surprised._

"_Welcome home… Allen," Madoka said._

(Present)

Allen has been her source of inspiration to become better in order to protect her family and friends.

"Thank you…" Allen said.

It wasn't long until they saw their friends waiting at the usual spot under the tree.

"Morning Hitomi-chan! Sayaka-chan!" Madoka said.

"Morning girls," Allen greeted.

Hitomi and Sayaka turn to see the Kaname sibling coming toward them.

"Morning Madoka-chan and Allen-kun," Hitomi said with a smile.

However, Sayaka's greet is a little different from her friend Hitomi.

"Morning Madoka and… A-Allen," Sayaka said. This causes Allen's eyes to wide.

"Sayaka-chan, are you okay?" Allen asked, with concern.

Sayaka's face turn reddens before turning away from the white hair teen.

"W-what do you mean?" Sayaka asked.

"You didn't call me ojisan today…" Allen noticed. This turns the blue hair girl's face even redder than before.

"B-because I feel like it…!" Sayaka stuttered in embarrassment.

"Are you okay, Sayaka-chan?" Madoka asked.

Before Madoka or Allen could ask more questions, Hitomi spoke up first.

"We should get going soon or we'll be late for school." Hitomi said to them.

The Kaname siblings isn't sure why, but something is a little weird about their friends before they walk together on the same road.

Both Sayaka and Hitomi look quietly at Allen.

After witnessing Allen's date, Sayaka told Hitomi that they shouldn't tell Allen or he couldn't believe they were following him on his date.

Hitomi begrudging agrees since it would ruin their friendship with Allen. But she realized it might be harder on Sayaka since she tries to be 'nicer' to him.

Even if they didn't dare to ask, they want to know who the girl Allen was dating yesterday except she is from their school. But they noted Allen seem to be interested in girls with big busts.

_We need to find out who she is…_ Hitomi thought with serious determination.

* * *

(In Madoka's class)

After Madoka and her friends sitting down in the classroom, Ms. Satome, their teacher enters the classroom and stand in front of the board.

"Good morning everyone! I have something important to say to all of you so make sure to listen well!" the teacher said.

The students nodded as their teacher continued.

Ms. Satome soon went up to one of her male students.

"Tell me?! Do you like fried eggs or not too much?!" Ms. Satome asked.

"I… um, I like both of them!" the surprised male student answered.

"Exactly! Both ways are fine! The way that a woman makes her fried eggs doesn't have anything to do with her charm!" Ms. Satome continued. "Girls, never go out with a man that only likes to eat eggs that are not fried!"

This causes the whole class to sweatdropped.

_I guess her relationship with her boyfriend didn't work well…_ Madoka thought deadpanned. Like everyone else, they expect their teacher made some progress of finding a boyfriend.

"And boys! Don't make a habit of putting ketchup on your eggs!" The teacher complains before letting out a friendly smile.

"Today we have a new student being joining our class," Ms. Satome said.

Everyone watched quietly as the doors open and reveals a girl with two long ponytail braids in purple ribbons, she has light skin, red glasses over her violet eyes, and wearing Mitakihara Middle school uniform.

She soon walks slowly in front of the board before looking at the whole class.

"Why don't you introduce yourself?" Ms. Satome asked.

The new girl nodded slowly before writing her name on the blackboard and turn to look at everyone.

"P-please to meet you…" Homura said, "My name is Homura Akemi… I-I hope we can get along." She said before bowing to the class.

Homura then looked at Madoka and smile, but this made Madoka a little uncomfortable. She isn't sure why, but there is something strange about this girl.

"Akemi-san has been in the hospital for a while due to a heart condition." Ms. Satome explains, "Since it's been some time since she's been in school, she may be a bit behind on a few things."

"I want all of you to help her out, okay?" Ms. Satome asked.

It wasn't long until break time starts in classes as Madoka guiding Homura to the Nurse's office for her medicine.

"Sorry about that. They don't mean any harm." Madoka said.

"I-It's alright," Homura said, slight nervous.

"They just got excited because we don't get many transfer students." Madoka said. "I'm Madoka Kaname. It's nice to meet you."

"Thank you… Madoka," Homura said with a growing smile. "Is it okay for me to call you, Madoka?"

"I'm okay with it. Then I can call you Homura-chan," Madoka said smiling.

It wasn't long until Homura notices that there are fewer students to where they're going. Homura turns her attention toward Madoka and spoke up.

"Madoka, there is something important that I wants to tell you." Homura said.

"What is—" Madoka asked, curious before she stops when she saw what is on Homura's finger, "No… way,"

"The reason of why I want to talk with you about." Homura said.

* * *

(With Allen)

Allen opens his locker as he gets his stuff for his next class.

He isn't aware there couple of people watching him from afar.

"There is Allen-sama…" a voice mutters.

Watching from the walls, bunch school boys were watching the white hair teenager.

"He is hot as usual,"

"So who is going to do it?" one of the boys asked.

Throughout the school, Allen Walker is known as the White Devil of Cards and make some feared of him due to the rumors. But another faction who is devoted to the white hair teenager.

These boys are in fact to secret obsessed with Allen that they watch the infamous White Devil of Cards after each victor he wins.

Not only he is fearsome, but he looks close like a girl…

Though, Allen is unaware of this fact.

"Walker-san, I need to have a word with you please." A teacher said.

Allen turns to look at his teacher.

"What is wrong, sensei?" Allen asked.

However, this group of boy failed to foresee another rival competition for Allen.

"There they're!" a female voice exclaimed.

They turn to see a bunch of angry girls as they stare dagger at them for stares Allen.

"What are you doing here?"

"I want to ask you the same! Are you stalking Allen again?"

While Allen and his teacher would talk about something, they unaware what is going on behind them.

* * *

After getting out of school, Allen saw an unexpected person waiting for him.

"Hello Allen," Mami greeted.

"Mami, what are you doing here?" Allen asked.

"Like I promised, I will help you train in order for you to use that arm to work." The blonde hair girl said with a smile.

This cause Allen to look surprises before we seen them walking together.

Allen remembers their conversation yesterday and nodded.

"So when do we begin?" the white hair teen asked.

"Well, I'm going to take you a place where we won't be disturbed." Mami said. "If that is okay with you?" she asked.

"Of course, Mami." Allen said.

It wasn't long until Allen and Mami were under a bridge.

Mami turns and looks at Allen.

"Can you transform your arm now?" Mami asked calmly.

Allen focused the feeling of his arm as the cross on his red arm starts to glow. His enlarged itself into the white arm and doesn't like a human arm anymore.

This is the same arm from his dream.

The Innocence.

Mami soon focused on her Soul Gem and transforms into her Magica girl outfit.

"Allen-kun, come at me when you're ready." Mami said.

Allen knows there a special power about his arm.

But…

He doesn't know why he felt like he knows about his arm.

Or himself.

"Here I come, Mami." Allen said. He needs to know how good he can fight if he wants to protect Madoka or his family.

In an instant, Allen throws himself at Mami with the attempts to attack her with his claw.

The response is Mami ready with two rifles in her hands.

* * *

(At the same time)

Madoka and Homura are walking together after getting out of school. They were on their way to one of the places where Madoka believes Mami is.

"Are you sure that she is here?" Homura asked curious.

Madoka nodded.

"This is one of the places we often train together." Madoka said.

It wasn't long until they hear firing sounds as they soon saw Mami and Allen sparring with each other. Homura has never seen this strange white hair boy before…

"Who is that?" Homura asked.

"Mami-san and Allen-nii?" Madoka asked in surprised.

Meanwhile, Allen continued blocking Mami's rifles before he is forced to jump back from the veteran Magical Girl…

_Never thought she could use them as close range weapons…_ Allen thought seriously as he ready for her next move.

_Allen is quite good at keeping up, but I felt there was more to his arm…_ Mami thought. But her next move is going to be kind of risky in order to provoke Allen's abilities furthermore.

"Allen, be prepared." Mami said before taking her rifle and removed the safe modes off.

"Huh?" Allen looks surprising at Mami's strange tactic and seeing a mischievous grin on the blond hair girl's face. "M-Mami… what are you doing?" he asked, confused…

"I'm not holding back." Mami answered.

Mami starts to shoot several bullets at Allen. The white hair teen began to dodging them for his life and Mami replaces her muskets with other muskets as she continued firing at Allen.

"Mami, are you crazy?!" Allen exclaimed in comedic fashion.

"What's wrong, Allen? You can't get near me if you keep running," Mami mused while chasing after Allen from behind.

_I need to put a distance between us…_Allen thought before he got a strange idea in his mind.

When Mami is about to shoot Allen again, Allen immediately jumps into the air as he leaps to grab a pole on top of the bridge.

"There is nowhere he can reach it…" Homura said.

But her assumption is miscalculated as her eyes widen in surprise. Madoka looks surprising like her new friend's about Allen's arm ability.

Allen's arm immediately enlarges itself and extends for him to reach it.

"No way…" Allen said as he looks surprised from where he was hanging. So he can extends and enlarge his arm?

"As I expected," Mami said before transforming back into normal. "Your arm has a surprising ability, Allen."

Allen then looks surprised at Mami, "Wait, you were-"

"I must apologized, Allen. But I got a feeling your arm has some ability like this and I need to provoke it by putting you in your edge." Mami explains calmly.

Allen soon let himself down before he notices his sister and another girl, "Huh? Who are you?" Allen asked curious.

* * *

(Café)

Sayaka came through the door and saw Hitomi at one of the tables. The blue hair girl went up to her friend's table.

Hitomi looks up from her menu and saw Sayaka.

"I see you came, Sayaka." Hitomi said.

"Did you find out who that girl is?" Sayaka asked quietly.

Hitomi nodded. Sayaka sat down on the seat opposite to Hitomi's seat and wait for the green hair girl's response.

"She is a second year in our school, Mami Tomoe." Hitomi answered. "I also hear rumors that she and Madoka have often seen together in certain places."

This made Sayaka to look surprised, "You aren't joking, right?"

Hitomi shook her head.

_Why is Madoka keeping secret from me? I'm her best friend?!_ Sayaka thought, frustrated.

"Hey Sayaka… is true that you like Allen-kun as well?" Hitomi asked quietly.

This causes Sayaka's face turns red immediately and waved her hands wildly, "W-W-What are you talking about?!"

"Because I know you felt something about him after that car incident. There is no reason to hide about it." Hitomi said.

Hitomi remembers how she and her friends walking together in the city before a car almost runs over Kyosuke. However, Allen got him out of the way, but Allen got injury in the process. But Allen's injured weren't that bad and he recovered fast. Both Hitomi and Sayaka were deeply touched by Allen's bravery that their attraction toward Madoka's older brother suddenly grown as the years passed...

"B-B-but someone caught Allen's attention especially she has bigger busts than us…" Sayaka said with depressing. Hitomi sighed.

"Don't over react, Sayaka. We can't jump into conclusion unless we know for sure Allen is going out with her or not." Hitomi said, resolved.

"You're right… Hitomi," Sayaka admit. "It still not over yet."

"Unless both of us confessed at the same time," Hitomi remarked. Sayaka giggled.

* * *

(Back with Allen)

After a break from Allen's training, Madoka looks surprised by her brother's resolves about becoming stronger.

"I know that I'm not strong as you or Mami yet. But I won't allow my little sister being in the Frontline against the Witches." Allen said.

"I don't know what to say, Allen-nii." Madoka said. But she is quite happy that her older brother will be beside her in her affairs against the Witches.

Mami looks at Homura who looks confused at Allen and Madoka's interaction.

"You are another Magical Girl?" Mami asked. Homura nodded.

Allen wasn't convinced at first before seeing Homura's Soul Gem in order to believe the new girl. But Allen can't help feeling there is more to the girl.

_I guess I'm overthinking a bit…_ The white hair teen thought confused.

"Homura-chan has been absent due to being a hospital for a while." Madoka explains.

"That is sad…" Mami replied.

Allen soon went up to Homura and looks at her.

"So Homura… what kind of wish did you make with Kyuubey?" Allen asked curious. He decides that if he encounters Magical Girls in the future, he wants to know what type of wish they made.

"To help someone…" Homura answered.

"To help someone?" Allen repeated.

"And who are you?" Homura asked, nervous.

Madoka soon went up to Allen and looks at Homura, "Homura-chan, this is my older brother Allen-nii. Allen-nii, this is Homura-chan."

"Nice to meet you," Allen said, offering her right hand.

Homura slowly take Allen's hand and shakes it, "It's nice to meet you… Allen-san," Homura said, nervously, "Are you a Magical Boy?" she asked. Allen shakes his head.

"Umm… I don't think so." Allen answered.

"So what magic can you do?" Mami asked.

Before Homura could answer, a white blur come up to them immediately.

"_Mami! We got a problem!_" Kyuubey said in a serious tone. "_A Familiar spotted entering this world._"

"What?!" Madoka asked in shocked. "Where is it?"

"_We need to hurry because they're nearby._" Kyuubey answered.

Allen looks at Mami, "I come too."

"But Allen, you aren't-" But Allen interrupted Mami before she could finish her sentence.

"I know that I'm not fully ready against a Witch, but I won't stand around being helpless again." Allen stated, resolved.

"Allen, you can come. But don't push yourselves too much." Mami said seriously. Allen nodded.

* * *

(Park)

Allen and the girls soon arrive to the park as they saw a large black wolf with two skull head for shoulders that seem to be waiting for them.

"Nice doggy…" Allen remarked.

"RRRAAAHHH!" The wolf familiar barked at them. Suddenly coming out of the shadow were few more small wolves and they charges at them.

Allen soon summons his arm while the girls held out their Soul Gems as they transforming into their Magical Girl outfits. Homura's outfit is different from Mami and Madoka as she wore white and purple dress with purple ribbons around her neck.

Allen soon charges forward and slashes the first wolf's face with his claw before it vanished. Madoka and Mami were working together as they fire at the wolves from the back.

Soon the large wolf familiar fires purple fireball at Allen when his back is exposed. Homura saw this and immediately went to Allen before activating the handheld device on her hand. But the attack suddenly missed when Allen vanished into thin air.

"Allen-nii?" Madoka asked.

It wasn't until Allen reemerged again, but Homura is holding his shoulder.

"Huh? What was that?" Allen asked, looking around as he felt confused.

"It's my magic, but I'm still not well enough to master it." Homura explains.

The Wolf familiar soon fires purple fireballs at Allen and Homura. But Allen got Homura out of the fireballs as they hide behind a tree.

The Wolf Familiar is about to pursue them when a pink arrow struck its rear end and turns around to see Madoka.

"I won't allow you to hurt them." Madoka said.

The Wolf Familiar soon fires of more purple flame that summons more wolf minions in the process.

"Madoka, get back!" Mami said as she summons more muskets to fires.

She signals the triggers to fires at the wolf minions, but more coming out their places. Madoka fires a large arrow from above and send down multiple pink arrows at them.

Homura turns around and looks at the Wolf familiar. The Familiar seems to be quite strong than the previous one she encountered.

_Could it possible become a Witch soon?_ Homura thought with concerned. It's a scary possible for a Familiar to evolve into a Witch.

"That thing looks really tough…" Homura said.

"Do you have anything else to fight with?" Allen asked. Homura shook her head.

"I forgot most of my stuffs…" Homura answered.

"Hey Homura, can you do that teleport thing again?" Allen asked.

"But why?" Homura asked.

"I know Mami and Madoka-chan won't be able to get near it while it attacking them with fireballs." Allen explains. "I will try to destroy it."

"But are you sure that you can fight against a Familiar?" Homura asked in surprised.

"I don't know… but I have to try or die trying." Allen answers with resolved.

_So this is Madoka's older brother…_ Homura thought before making her own decision.

Homura offered her hand to Allen. Allen looks at the black hair girl with a confused look.

"You better take my hand and don't let go of it." Homura explains.

Allen took Homura's hand as Homura activates her magic clock device and they began to run from behind the Wolf Familiar. When they're close up to the demonic wolf, Homura deactivates her time ability and the time resumed.

Allen lets go of Homura's hand as he charges forward the demonic wolf and slashes the wolf. The demonic wolf Familiar growl in pain as there are glowing scars appeared on its back. The demonic wolf tries to bite Allen, but the white hair teen kicked the Familiar with his leg. Allen lands on the ground as he decides to use the ability he learned.

"This is ends here!" Allen said, his arm extends forward and his arm enlarges bigger than before. He grabbed the demonic wolf.

The Wolf Familiar growl as it tries to getting itself free, but Allen refused to let the Familiar go and starts to squeeze the life out of the demonic wolf. Soon more glowing scars appeared on the demonic wolf before the demonic Familiar soon exploded into the air.

"He could take down a Familiar…?" Homura asked in shocked. Is this really Madoka's older brother like?

_But what exactly is he? _Homura thought curiously.

"Allen-nii!" Madoka said as she went up to her older brother.

"I did it…" Allen said…

Suddenly Allen collapsed on the ground immediately and his arm reverted back to original size.

"Is he alright?" Mami asked.

It wasn't long until they hear a growling sound from Allen.

"I'm really hungry…" Allen muttered weakly.

Homura soon joins them as she has questions about Madoka's older brother.

Unaware of them, Kyuubey is watching them from the bushes. He has witnessed Allen fight against the Familiar who on the verge to evolved into a Witch.

_So he can destroy a Familiar with his hand of his… how interesting_, Kyuubey thought as he stares at Allen from afar. But Kyuubey wants to see more of Allen's power in action.

"_But will you be able to defeat a Witch?_" Kyuubey asked.

* * *

(Mami's apartment)

While Allen eats cake, Homura looks surprised at Madoka after the explanation about Allen's ability.

"What? Your brother is cursed by a Witch?!" Homura asked in shocked.

Madoka nodded.

"It's sort of my fault for not getting there in time." Madoka admits sadly.

"Is there a way to reversal it?" Homura asked.

"Unfortunately, we don't have a clue. Since this is the first time happens." Mami said with a serious tone. "But the only thing we can do is keeping an eye on Allen."

Allen soon finished his milk and sighed, "That really hits the spot."

He notices Homura looks at him.

"What is up?" Allen asked.

"It must be really hard to know you're cursed by a Witch, Allen-san." Homura said.

"I don't blame you if you are afraid of me now." Allen remarked.

Homura shakes her head. "But I never meet someone else has the power to defeat Familiars…" Homura said quietly.

Most of all, Allen's older brother didn't shows up last time and the event happens. Maybe the Witch attack is random in this timeline.

_I have to make sure that day never happens again…_ Homura thought to herself.

"I have to admit… but your ability is cool, Homura." Allen said. This causes Homura looks surprised.

"Really?" Allen nodded.

"However, you don't have anything else to defend yourselves except for your ability to freeze time." Mami said. This causes Homura to look down.

"I will try better… for her sake." Homura said, but the last part is quiet and soft.

Homura isn't aware that Allen hears the last part and looks puzzled.

_For her sake? Who exactly is Homura talking about?_ Allen thought confused. There seems to be more about Homura that he doesn't even realize.

"Allen-kun, do you want any more cake?" Mami asked kindly.

Allen looks at Mami who is waiting for his response.

"Yes, please." He replied.

* * *

(**Playing -Man ending 01: Snow Kiss**)

The Soul Gems were glowing around Allen's Innocence.

**Night growing...**

**Recall that memory**

Allen is resting on the rooftop of his house.

**Biting my shivering lips**

Madoka came to join him as they watch over the moon.

**I put my shoulder on yours**

There is shooting star fall from the sky. Allen tries to reach out with his hand.

**The day when I last saw you**

Allen and Homura were standing in front of Madoka as they see different futures.

**Is hidden deep in my memories**

Sayaka got out her sword and Mami adjusted her hat in front of the mirror.

**On the lake, we walked along that wonderful view**

Allen and Madoka were joined by Sayaka, Mami, Homura and Kyoko to enjoying the view of the sky.

**Snow kiss**

**Don't tell me goodbye just now**

Suddenly there are rains of many shooting stars in the night sky.

**My feelings towards you let me a permanent scar**

Allen and the girls soon start running after those stars in the sky.

**Don't try to erase it...**

**Don't try to erase it...**

* * *

**AN: Now do you figure out what timeline Homura that I'm using? Yes, I uses the Homura before she is forced to shoot Madoka to prevent her from become a witch because I realized Homura has suffered too much from the countless timeloops to save Madoka from become a Witch. What do you think of this chapter? Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	5. A day with Sayaka

**Toa Solaric: I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me.**

* * *

Innocence: Saint Exorcist of Puella Magica

Ch4: A day with Sayaka!

In an abandon factory…

***BOOM!***

Homura Akemi watches her new developed bomb taken out a small Familiar and it destroyed several large wooden boxes in the process.

She came here to tested out how creative bomb against a lowly level Familiar after developing several batch ready if she going out with Madoka and others against the Witches.

But Homura isn't focused on her success damages against the Familiar, her thought focused on the white hair brother of Madoka.

Allen has been on her mind for a week after the day when she meets him.

_Madoka's brother being cursed by a Witch…_ Homura thought. She still finds it hard to believe for someone being cursed by a Witch. But she didn't know a lot about them herself.

Though she could forgive Madoka not mentions him in previous timeline, but Homura can't help feeling curious about Allen and his abilities when they're different from Magica Girls.

Homura isn't sure what she feeling. But she developed this strange obsession about Madoka's older brother even though she know him for a few days. There might be a chance…

_He could be the key to help saving Madoka and others from their terrible fate…_ Homura thought serious and excited for the first time.

* * *

(Play D-Gray Man: Innocence Sorrow)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

(Kaname Resident)

Madoka came downstairs and saw Allen and Tatsuya sitting in the living room mat as they were playing cards.

_What are they doing?_ Madoka thought curious.

"Coming on, Tatsuya." Allen said, "You need to know this trick so you can have an advantage,"

Tatsuya is looking curious at cards in his hands when his older brother is teaching him a new amazing game.

But Allen has another motivate to teach his little brother.

He is plans to pass on his skill in poker to his little brother. With this skill, Tatsuya will be prepared for his future and Allen will be assured that his brother is going to do fine in the future without become poor. Allen himself managed win a good amount of money over the years by playing this way of Poker...

"You can do it, Tatsuya…" His older brother said. (_Make your big brother proud…_)

Then Tatsuya will thanks his brother and passed down his skills to his own children next…

*BUMP*

Allen got his head hit by a pillow as this knocked him out of his thought and turns to face an angry face Madoka. And an angry Madoka was a really rare sight on this house...

"What do you think you are doing?!" Madoka demands angrily. She loves her elder brother very much, but that doesn't means she cannot get angry at him.

When Allen takes the pillow and saw an angry Madoka looking at him. This causes Allen to freeze like a deer caught by a car light.

"Umm… Hey Madoka-chan," Allen said, nervously. "What are you doing?"

"Why are you teaching Tatsuya poker?" Madoka asked serious. Normally, Madoka looks up and adore Allen like a younger sister to an older brother.

For some reason, Allen felt a strange déjà vu feeling about the situation he is in with his adoptive sister but he doesn't know why he thinking of this now. However, it doesn't count when the older brother teaching some wrong like cheating in Madoka's eyes.

Allen soon recompose himself before going to explanation mode.

"I can explain… what I am doing is preparing him for the future." Allen stated with serious. "He won't get poor in the future. Even if he got struck in a country like India, with the skills I'm teaching him, he could get money in that kind of situation,"

This causes the young pink hair girl's temper to increase furthered and tick marks appearing around Madoka's head right now. Almost close to her own mother would have.

"Stupid Allen-nii, Tatsuya is still a little kid!" Madoka countered with a serious expression. She didn't want Tatsuya to become a thief or crook in the future.

"But it better prepared him for the future!" Allen exclaimed, getting into his brotherly mode. "It's the job of the older sibling to prepare their little siblings when they leave the nest." He continued.

"By teaching him how to cheat?" Madoka questioned serious. When Allen is scolded, is always because he does something to deserve it.

And even with good intentions, Madoka thinks cheating is wrong. Even though she is completed oblivion to Allen's poker life in school or his dark activities.

While they were busy arguing about Tatsuya's future, Tatsuya looking at the pictures on the cards than paying any attention to the bickering they're making now.

"Pretty…" Tatsuya said.

* * *

(Outside)

Allen decides to leave the house and went for a walk as he let Madoka calm down after their argument about Tatsuya's future. But he is not backing down from his original goal of teaching his little brother the secrets if cheating at cards...

After all, until now cheating have bring money and victory to Allen, so he can say cheating is not as bad at is sounds.

"Madoka-chan is become more like Kaa-san…" Allen muttered to himself. And he really wishes that doesn't happens, because he likes the usually sweet Madoka...

Even if Madoka refuse his idea, Allen still want to teach Tatsuya his poker skills to make sure his little brother doesn't become poor in the future.

"Allen?" Soon the white hair teen's thought is interrupted when he saw Sayaka with surprised expression. He must have walked more than he thought.

"Hey Sayaka-chan." Allen greeted with a nervous laugh.

This causes Sayaka to looks quite confused.

"Did something happened?" Sayaka asked.

"I have a little fight with Madoka." Allen said, scratching the back of his hair (Tough 'fight' is not quite the word... maybe 'difference of ideals' fits well). "We're talking about Tatsuya's future."

"I see…" Sayaka said.

Without any more discuss, the two soon walk together. But Allen realized that this is his first time alone with Sayaka when Madoka or Hitomi isn't around.

Meanwhile Sayaka have similar thought about Allen and glances at him most of the time. Sayaka thought back when she meet Allen. The white hair teen is quite social awkward when it comes to new people. But when Sayaka saw Allen's white hair, she thought he is an old man stuck in a body of a child... and then an irritated Allen pointed out her blue hair...

_Is he still going out with Tomoe-san? _Sayaka thought nervously to herself.

But Allen notices Sayaka stares at him for some reason.

"What's wrong, Sayaka-chan?" Allen asked. This causes Sayaka to blush.

"I-It's nothing!" Sayaka protested.

Allen may be clueless about most things about girls. Even if her, Hitomi or Madoka change her hairstyles or brought new clothes, Allen wouldn't take notice.

But Allen can understand their troubled faces immediately... and that something Sayaka admires.

Suddenly the two came across two men playing pokers in the park before one of the player screamed in frustration while the other have a smug look on his face.

"How could I lost?" The man complained.

"Too bad, you lost." The poker said with a smirk look.

The man soon got up and left with a depressing aura before the poker man spotted Allen and Sayaka.

"Hey young man, why don't you play a game with me?" The poker man asked. "If you play a game with me, you would win a great prize."

"What is the prize?" Allen asked. He is not the one to miss a chance of a prize if it involves gamble as a way to obtain it.

"Two tickets to an all you can eat buffet. Maybe you want to spend with your girlfriend over there." The poker man chuckled, showing him the tickets. This causes Sayaka to blush immediately when mention she is Allen's boyfriend.

_Why am I thinking of this now!?_ Sayaka thought, blushing.

Sayaka try to shakes her head in denial.

Allen stares at the poker man and the tickets. He studied them for a moment and he could tell they're really real... and this could also show Madoka how his skills at poker are helpful since he could get those tickets... _Yes, not even she could deny that_, Allen thought happily.

He is about to accept it before Sayaka places a hand on his shoulder.

Allen looks back at Sayaka with confused look.

"Wait, Allen," Sayaka said. "Something about this guy seem fishy, you shouldn't play—" But Sayaka stop when she saw Allen have a serious expression on his face.

"Very well. I will play a quick game." Allen said as he approached the man's table and put his money.

Allen sat down on the chair as the poker man shuffled his deck of cards then giving them each five cards immediately.

_I will steal this boy of his money…_ The Poker man thought with a small grin.

But Allen spots the grin on the Poker man's face and his eyes went narrow now. This man is definitely up to something to cheat against Allen, but the white hair teen have a smirk on his face.

_This poor soul doesn't know who he is dealing with…_ Allen thought darkly. The man must never aware of Allen's dark reputation when it comes to poker.

(Few minutes later)

"Call! Four of kinds!" Allen declared, revealing his hands.

There Four of Spade, Heart, Clover, Diamond, and king of heart on the table.

"WHAT!?" The Poker man exclaimed in horror. How could he lost to him in a second round!?

Sayaka have a widen eyes on her face at Allen's second winning against the Poker guy. But no matter what angle she observed the game, Allen still drawing the right cards at a great odd.

But that wasn't the only thing surprised the blue hair girl. She saw Allen have a dark smile on his face while he was playing the game.

It was cruel with malicious aura as Sayaka could swear to see two black horns growing out of Allen's white hair just now.

_Could the rumors about Allen being the Shiroi Akuma of Cards is true? _Sayaka thought complete in shocked.

In this moment Allen Walker looks more like a supernatural being... thought with all things wondered, maybe he is?

Allen snatched the tickets from the Poker man's table and approaches Sayaka.

"Hey Sayaka-chan, do you want to go with me to the buffet?" Allen asked. "Since it might be interesting…"

"Umm… sure," Sayaka said.

"Wait!" Allen and Sayaka turns around as they saw the Poker man getting himself.

But the poker man have different reaction than the usually defeatist look. He looks quite furious at Allen for some reason.

"There have to be some mistakes! I want my tickets back, you fiend! I got them after I repay my debts to my boss!" The Poker man demands angrily. The white hair teen must rigged his deck from the start and letting him have the clear victory.

"Repay Debts…?" Suddenly a dark cloud surrounding Allen's head. There is something about the words 'repay' and 'debts' as if they're giving him horrible images. For some reason they caused darkness within Allen to reemerged with screaming in his head.

Briefly, Allen saw a red headed man looking down at him... and even if the image faded away quickly... Allen feels his anger starting to become even stronger.

The Poker man is about to attack Allen by launched himself, but Allen kicked him immediately in the stomach and sending the poor fool flying back to the table.

"Repay debts?! You don't know anything about them!" Allen exclaimed angrily with fiery aura around his body.

'_What kinds of debts he had to pay!?_' Thought in horror everyone who was watching, as this started to attract a little crowd.

Allen soon sighed before noticing Sayaka looks at him in surprise expression.

"Sayaka-chan, I hope that I didn't scare you too much." Allen said.

Sayaka shakes her head.

"It's fine." Sayaka said. Even though she finds it bit strange at how Allen reacted to the word 'debt' and his new persona around Poker.

But to Sayaka, Allen is still a good person and friend to her.

"Let's go." Allen said.

* * *

(Elsewhere)

Mami approaches Homura who is catching her breath after training.

"How are you holding up, Akemi-san?" Mami asked.

Homura adjust her glasses before looking at the veteran Magical Girl. Mami offered Homura a hand and Homura accept takes as she got up from the ground.

"I-I'm fine…" Homura said. She still have a long way to go before that day occurs, she is going to work hard especially find a way to avoid the situation.

"I see." Mami said with impressed tone.

Mami soon got out a plastic bottle of water and offered to Homura. Homura takes the water bottle and starts drinking.

"You seem to making progress, Homura-chan." A familiar voice said as Homura and Mami turns around to see Madoka joining them.

"Hello Madoka." Mami greeted.

"Is your Nii-san with you?" Homura asked curious. She hopes to have more time to observed Allen's power in action again.

Madoka shakes her head.

"W-Well… I decides to come here by myself today." Madoka said. But she wants sometime for herself after the debates about Tatsuya's future. She is certain that Allen could take care of himself.

"I see." Mami said.

"Do you want to train with us…?" Homura asked hopefully.

"Sure." Madoka answered.

* * *

(With Allen)

Allen and Sayaka are at the table as they eating the free foods together after handling the buffet coupons.

"Yum, I can't believe these are good." Allen said.

"I know… too bad that Madoka and Hitomi weren't here." Sayaka said before letting out a loud burped.

Allen stares at Sayaka in awe. "Nice one, Sayaka-chan!" He said with a thumb's up.

This causes Sayaka to have a blush on her face immediately and scratched her hair.

"I-It was nothing…" Sayaka said, wiping her napkin on her face immediately.

Sayaka soon looks at the white hair teenager right now.

_Here goes nothing_, Sayaka thought to herself. She gather the confident in herself before asking him the question.

"Allen, there is something I want to ask you about." Sayaka said with a serious expression.

"What is it?" Allen asked.

Sayaka is showing a serious expression on her face when she stares at Allen. It must be something really important.

"Do you…" Before Sayaka could get her question through, Allen's eyes wide as he covered Sayaka from an explosion occurs in the restaurant.

***BOOM!***

Allen and Sayaka take covered in the ground when the explosion occurs.

"Umm… Allen…" Allen looks down to seeing a blushing Sayaka looking at Allen who seem to be too close to her.

"Can you let me go?" Sayaka whispered.

"Sorry…" Allen said before releasing Sayaka from his holds.

"What is going on?" Sayaka asked.

Suddenly Allen hears a mad laughing before their surrounding soon make a suddenly change of appearance immediately. They're no longer in the restaurant but what looks like an art museum with creepy pictures.

"No way…" Allen said with his eyes wide in shock.

"What is this place?" Sayaka asked, confused and shock. Won't they originally at a restaurant just now?

_A Witch's maze…_ Allen thought with serious expression.

"Sayaka, stay close to me." Allen said with a serious tone.

"Allen…" Sayaka looks at Allen who have a serious expression. "What is this place?" Sayaka asked with worried.

"Somewhere we shouldn't be right now." Allen said with a serious tone. They have to find a way out of this place and fast or the Witch would find them.

Sayaka never seen Allen looks serious and was about to asks something. Suddenly Allen hears noises and pushing him and Sayaka to a nearby wall.

"What's wrong?" Sayaka asked quietly.

Allen hushed Sayaka as Sayaka saw what Allen is currently looking at. There were moving picture frames gliding across the area right now.

"What kind of place is this?" Sayaka asked.

_Will Madoka and others find us?_ Allen thought serious.

"Allen, look out!" Sayaka shout, pointed to Allen's behind.

The white hair teen turns around and saw flying paintings above them. The flying paintings soon fires lasers at them, but Allen and Sayaka got away from the pillars. They starts to run for their life just now while paints are pursuing them from behind right now.

"Any ideas on how we should get out of here?" Sayaka asked.

"I only have one hope that someone would noticed our disappearance." Allen said.

* * *

Homura, Madoka, and Mami follows Kyuubey to the place where the Witch's barrier set.

"This is the place?" Homura asked as she looks at the restaurant.

"_Of course._" Kyuubey answered.

"I hope no one is trip in the Witch's barrier." Madoka said.

There is one thing that Madoka doesn't like about Witch's barrier that people trapped in there. Madoka didn't want to repeat the same mistake after what happened to her older brother especially failed people who perished in the barrier.

"Akemi-san, you need to remember that a Witch is on a different level than a Familiar." Mami said.

Mami soon places her hand on the pink hair girl's shoulder.

"Calm down, Madoka." Mami said with a calm tone. She knows Madoka has come a long way due to depression about letting people die.

Madoka takes a deep breath before getting out her Soul gem at the same time with Mami and Homura. Their Soul gems glowing as a black portal appears in front of them.

Soon the three girls entered the portal immediately.

* * *

(Back with Allen)

Allen and Sayaka were continued run through the nightmarish museum right now.

"Did we lost them yet?" Sayaka asked with wishfully.

Too bad for Sayaka, Murphy's Law overwriting her wish when she and Allen find themselves being ambushed by statues of Roman soldiers as they were going to attack them.

Allen thought about whether or not to reveal his power, but they were getting too close and they're stuck in the Witch barrier.

"Screw it! Invoke, Innocence!" Allen shout as he summoned his claw like arm again and slashed down the statues like they were nothing.

"A-Allen…" Sayaka gawked completely in shock.

Allen soon saw flying paints came up at them immediately. Allen extended his arm immediately and slammed them against the wall to cause them to disappear.

Allen soon returned his arm back to its normal size. Allen turns around and looks at Sayaka who have a look considered to be speechless beyond her belief. The white hair teen wished that he has a camera to take the picture of her reaction.

"Sayaka…" Allen said.

Sayaka collapsed immediately to the ground and faint.

_She takes this better than I would imagined…_ Allen thought with sweatdropped.

"Sayaka-chan!" Allen said as he hurry to the blue hair girl's side immediately.

"…" But Sayaka isn't response.

"I hope that I won't have to use this." Allen said as he got out his water bottle and splashed some on Sayaka right now.

*SPLASH*

"What the heck, Allen!?" Sayaka coughed with shocked expression as she got herself up. "And why am I wet!?" she demands with angry.

This made Allen smile before putting the water bottle away.

"About time you wake up, Sayaka-chan." He said with a smile.

"Allen, what is going on? And what the hell is up with your arm?" Sayaka questioned.

"It's a long and interesting story…" Allen answered, scratching the back of his hair with his other hand.

It wasn't until they heard a loud growling sound as they saw a black giant Cerberus in front of them with paint brushes sticking out on its back.

"What in the world is that?" Sayaka asked.

"_Save me…_" A fainted female voice whispered cause Allen to frozen immediately. The ghostly voice is similar to the one he hears before. Allen's eye with the scar and glowing red all of suddenly.

Allen looks up at the giant Cerberus as a spirit figure of girl trapped above the head.

_This is just like before…_ Allen thought with surprised. But why only him seeing the girl on these monsters?

"Allen, watch out!" Sayaka warned with a loud voice.

Suddenly the Cerberus Witch fires flames at them. This snapped Allen out of his thought and holds Sayaka in a bridal position as them getting away from the incoming attack right now.

Sayaka felt extremely awkward as she have a massive blush and let out a 'squeal' sound in this position as Allen start making his run from the Cerberus Witch's attack right now.

It wasn't until Allen got far enough and looks at the awkward face of Sayaka.

"Stay here," Allen said as he puts Sayaka down.

"But Allen-" Before Sayaka could finished her sentence, Allen soon charged back to fight against the Witch right now.

The Cerberus Witch try and fires paint brushes with flaming tips at the white hair teen. But Allen dodged them by extending his arm to grab the pillar and lift himself through the air.

Allen soon come down and got on the Witch's body as he is going to attack the three heads. But one of the head turns around and spotted him before firing fire at him. Allen's eyes wide and dodges the attacks by ducking.

"_Save me…_" the ghostly girl pleaded. This causes Allen's eyes wide in shock before the Witch trying to shaking Allen off of it.

"AAAHHH!" Allen soon falls off of the Witch immediately and collapsed on the ground.

"Allen!" Sayaka screamed with worried.

"Damn…" Allen groaned as he try to get himself up as the Witch approaching the white hair teen.

Suddenly a rock hits against the Cerberus's head and made the Witch turns to looks at Sayaka.

"Leave him alone, you over sized mutt!" Sayaka shout.

Allen trying to get himself up despite his injuries and looks at Sayaka.

"Sayaka-chan, get out of here!" Allen shout.

The Witch suddenly fires a large fireball and send flying at Sayaka. This causes Sayaka send flying into the air before hitting the ground.

This causes Allen's eyes turn wide with shock now.

"SAYAKA-CHAN!" Allen screamed into the air.

It wasn't long until Madoka, Homura, and Mami come as Madoka's eyes wide in shock.

"Sa-Sayaka-chan…" Madoka said with disbelief. What is she doing here with Allen?

Madoka hurry to Sayaka's side and noticing she have some injuries aren't serious. But she could tell Sayaka would need some treatments.

Allen soon felt pain from his chest as his claw arm starting to glow right and he closed his eyes immediately.

* * *

(Within Allen's mind)

_It's my fault that I couldn't protect her…_Allen thought frustration.

It wasn't until he wasn't in the Witch's barrier and Sayaka's body is nowhere in sight. Instead, he is in a strange European style room with a table in the center.

But what Allen saw next shock complete as a shadow figure approached him. The white hair teen's eyes soon wide in shock when he saw a figure in front of him.

It was Allen himself except he is wearing the black uniform. He has a serious looks at the Allen in front of him. Neither Allen speak to each other as they stare quietly at another.

Without any thinking, both Allen raised up their hands at the same time and trying to touch each other right now.

* * *

(**Play** **Yu-Gi-Oh Arc V OST: Swing! Pendulum of Souls**)

Before the Magical girls could reacted, they saw Allen raising himself back up with black menacing aura around his entire body right now. But what shocked the girls is the dangerous look on Allen's face even with the glowing red eye when he stares at the Witch in front of him.

Something snapped within the white hair teen after seeing Sayaka getting hurt from the Witch.

_Destroy…_

_Crush…_

His left eye is glowing with crimson fury as he stares at the one who is responsibility. The Witch. The abomination shouldn't exist in this world. The one who causes the pain to his friend.

Allen want nothing more but to destroy the Witch in front of him. He isn't aware of what is going on with his own body as he felt nothing but complete rage and gritting his teeth.

"Teme…" Allen growl with angry, clenching his fist tightly. "Teme… You will paid for what you did to Sayaka-chan…" He continued as his voice become cold and dark. "You will paid for what you did to Sayaka-chan…"

The white hair teen continued to approaching the Witch. The Cerberus try to fires fireball at Allen, but its attack got repel by the menacing aura Allen possessed right now.

"You will paid… You will paid…"

Allen's claw like hand began to changing shapes from the usually monster like claw.

Meanwhile the three Magical Girls look disbelief beyond shock at what is happening to Allen as his personality and arm changing immediately.

"Allen-Nii…" Madoka gasped in shock at his arm beginning to change forms. _What is happening to you now?_ Madoka thought to herself. She can't help feeling worried for her older brother right now.

"What is happening to his left arm?" Mami asked in shock. Could this be the influence of the Witch's curse on Allen?

"His arm is changing…" Homura said with a similar expression as her fellow Magical Girls right now.

"You will paid for what you did to… Sayaka-chan!" Allen said in a dangerous voice as he approached the Witch slowly.

"**YOU WILL PAID!**" Allen shout as he unleashed a powerful black breeze around them to blow both the girls and the Witch away from him.

Before his arm's transformation is completed, Allen suddenly leap forward with super speed as he charged directly at the Witch.

"Allen, your arm hasn't finished transforming yet!" Mami shout to the white hair teen.

But Allen ignored Mami's warning as he leap into the air as he stares down on the monstrous Cerberus with new weapon in hand.

His monstrous arm already completed its transformation into a gun shaped weapon as Allen pointed the weapon at the Witch's forehead.

"A gun?!" Madoka exclaimed with surprised expression.

Allen focused his arm gun as energy starting to gathering within his newfound weapon before began to charges with energy right now. Allen stares at the monstrous Witch with a deadly glare right now.

"Begone… " Allen roared with fury.

Suddenly the arm like gun began to firing with a powerful energy blast at the Witch without any remorse now as the whole room bright with a powerful light.

**To be continued…**

* * *

(**Playing D. Gray-Man ending 01: Snow Kiss**)

The Soul Gems were glowing around Allen's Innocence.

**Night growing...**

**Recall that memory**

Allen is resting on the rooftop of his house.

**Biting my shivering lips**

Madoka came to join him as they watch over the moon.

**I put my shoulder on yours**

There is shooting star fall from the sky. Allen tries to reach out with his hand.

**The day when I last saw you**

Allen and Homura were standing in front of Madoka as they see different futures.

**Is hidden deep in my memories**

Sayaka got out her sword and Mami adjusted her hat in front of the mirror.

**On the lake, we walked along that wonderful view**

Allen and Madoka were joined by Sayaka, Mami, Homura and Kyoko to enjoying the view of the sky.

**Snow kiss**

**Don't tell me goodbye just now**

Suddenly there are rains of many shooting stars in the night sky.

**My feelings towards you let me a permanent scar**

Allen and the girls soon start running after those stars in the sky.

**Don't try to erase it...**

**Don't try to erase it...**

* * *

**AN: What do you think of this chapter? This story isn't die yet! It looks like Allen awake the weapon mode of his Innocence right now. But is Sayaka alright or not? Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	6. Confrontation

**Toa Solaric: I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me.**

Innocence: Saint Exorcist of Puella Magica

Ch5: Confrontation

"**YOU'RE GOING TO PAY THAT!**" Allen shout as he unleashed a powerful black breeze around them to blow both the girls and the Witch away from him.

Before his arm's transformation is completed, Allen suddenly leap forward with super speed as he charged directly at the Witch.

"Allen, your arm hasn't finished transforming yet!" Mami shout to the white hair teen.

But Allen ignored Mami's warning as he leap into the air as he stares down on the monstrous Cerberus with new weapon in hand.

His monstrous arm already completed its transformation into a gun shaped weapon as Allen pointed the weapon at the Witch's forehead.

"A gun?!" Madoka exclaimed with surprised expression.

Allen focused his arm gun as energy starting to gathering within his newfound weapon before began to charges with energy right now. Allen stares at the monstrous Witch with a deadly glare right now.

"Begone… " Allen roared with fury.

Suddenly the arm like gun began to firing with a powerful energy blast at the Witch without any remorse now as the whole room bright with a powerful light.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

Sayaka began to stirring up as her eyes slowly open before seeing the ceiling right now. "W-Where… am I?" She muttered. She slowly got up in pain and saw bandages on her right arm and forehead, the blue haired girl then looks around before realized this wasn't the hospital bed, but someone's room.

_What happened?_ Sayaka thought. The last thing she remember was being attack by the strange monster when…

"Allen!" Sayaka said with worried. Where is Allen right now? Is he alright or dead?

She try to move around but she suddenly felt pain against her chest right now.

"Damn…"

"Sayaka-chan!" Sayaka suddenly turns around to see Madoka and Homura enter from the door immediately.

"Madoka… and new girl…" Sayaka said with stun look.

Madoka soon come up to her childhood friend and hugged her gentle.

"Are you alright?" Madoka asked.

"I'm fine…" Sayaka said until she clinger in pain. "Ouch…"

"You shouldn't try to move around since you still need times to recover after we find you and Allen." Homura said with a concerned tone.

This got Sayaka's attention as her eyes wide. Allen is still alright.

"Allen? Where is he right now?" Sayaka asked with worried.

"Right now, Mami is looking after him." Madoka explain calm as possible.

Sayaka turns to looks at Madoka as her eyes narrow.

"What is happening to him, Madoka?!" Sayaka demands to her childhood friend.

"Sayaka…"

"Don't try to lie to me, Madoka." Sayaka said with serious tone. "More importantly, when did you and Tomoe-san become friends in the first place?!" She questioned.

"Sayaka-chan…"

This caught Madoka look surprised at Sayaka.

* * *

(Living room)

Mami looking at Allen's unconscious form as she hope the white hair teen regained his consciousness soon enough. The state of Allen's curse from the Witch scared her since Allen gone berserk before taking out a Witch on his own.

The veteran Magical girl continued to caress the white hair teen's face.

"Allen-kun…" Mami whispered. "Please be alright."

Like Madoka, Allen have made impact on Mami's lonely life as a Magical Girl. The thought of losing either Madoka or Allen would hurt her badly.

Mami try to felt for any purse from Allen by touching his hand. It wasn't long until her eyes wide immediately and looks at Allen.

_There is no pulse coming from Allen…_ Mami shocked at that moment.

* * *

(Allen's dream)

_Allen is wearing his black uniform again, but this time he wasn't in that village as he traveling with two companions to an ancient ruin._

"_Tomas, how did it go?" a black hair boy in similar black outfit asked._

"_No contact." The hooded man with a phone booth for backup reported. It strange how someone could carried a phone while continued running across the sand._

"_Let's hurry." The black hair boy answered._

_Allen's left eye suddenly begins to glowing with red as he felt something in the air._

"_This chill atmosphere…" Allen said._

_With his Akuma eye, Allen could see purple orbs in the ruin city._

"_So you can see Akumas?" Tomas asked._

_Allen turns to look at Tomas before going to full explanation now. "I'm able to see Akumas with my left eye. But only the internal personality or soul of the Akuma." Allen explains._

"_A cursed eye eh?" The black hair boy remarked. "You should have said so from the start… Bean sprout. I'm not like you, I don't have naive thoughts."_

"_For instance, if you're on the verge of being killed… Or if you obstruct the mission… I'll let you die without hesitation."_

"_I don't like that sentiment." Allen said._

_It wasn't long until they reached the ruin city in the desert. They still can't get words from the Finders through the phones before they spotted a glowing barrier which keep the Akuma away from the people inside the barrier._

_Allen could see an old man and a young girl with blonde hair in a strange barrier._

"_The Ghost of Matel, eh?" The black hair teen asked._

"_So then, the Finders…" Allen said with hesitated._

"_Their barriers equipment… are used to protect the Ghost of Matel." Tomas explains. "The purpose is to protect until you exorcists arrived."_

_Allen soon turns around from them._

"_Where are you going?" The black hair teen asked._

"_I will take care of the Akuma." The white hair teen response._

* * *

"Mami-chan…" The Veteran Magical Girl's eyes wide in felt a hand touch her hand before she soon notices Allen start stirring up and opens his eyes.

"Allen-kun, are you alright?" Mami asked.

"I'm fine…" Allen said weakly. "But I need some water." He requested.

Mami got him a glass of water and brought it to Allen who drink it.

"How do you feel right now?" Mami asked.

"I'm good…" Allen answered.

Mami places the glass away and looks back at Allen who still in bed. "So Allen-kun, what happened when you fought against the Witch?" she asked.

The white hair teen ponder. "I don't know…" This causes Mami to look confused immediately.

"What do you mean?" Mami asked with worried.

"The last thing I remember is watching Sayaka-chan getting hurt by the Witch and I've blackout…" Allen said.

Mami figured that Allen didn't remembered what he was like.

(**Flashback**)

_Allen raising himself back up with black menacing aura around his entire body right now. But what shocked the girls is the dangerous look on Allen's face even with the glowing red eye when he stares at the Witch in front of him._

"_Teme…" Allen growl with angry, clenching his fist tightly. "Teme… You will paid for what you did to Sayaka-chan…" He continued as his voice become cold and dark. "You will paid for what you did to Sayaka-chan…" _

_The white hair teen continued to approaching the Witch. The Cerberus try to fires fireball at Allen, but its attack got repel by the menacing aura Allen possessed right now._

"_You will pay… You will pay…"_

(**Present**)

The Veteran Magical girl can't help feeling a little scared after what happened to Allen back there. Could this be effect of the Witch's curse on him becoming stronger? She wished that she known another way to helped out Allen with his curse…

"What happened to Sayaka-chan?" Allen asked as this snapped Mami out of her thoughts.

"Sayaka Miki is alright, Allen-kun. She is currently resting in the guest room right now." Mami said with an assured tone.

Allen looks surprised at the news. Sayaka didn't perished from the Witch attack which has lift the guilt from Allen's chest.

"Sayaka-chan is alright? How is she doing anyway?" Allen asked happily.

This causes Mami to frown. She feel a little jealous about Allen asks about the safety of Sayaka than his own safety instead.

"She…"

"Allen!" A familiar voice caught Allen's attention and he saw Sayaka standing by the hallway with Madoka and Homura.

Allen soon approached Sayaka slowly due to his injuries.

"Sayaka-chan, are you alright?" Allen asked with worried.

"I am fine… but I wished to talk with you and Madoka alone." Sayaka said quiet.

"Mami-san, can you and Homura let us talk with Sayaka-chan in private?" Allen asked.

Mami nodded as Allen leads the two girls to a private room in Mami's apartment. Allen locked the door and looks at Sayaka who looks confused at them.

"Allen, what are you and Madoka hiding from me?" Sayaka asked. "Most of all, what happened to you, Allen?" she looks directly at Allen.

Allen sighed before scratching the side of his hair and looks at her. "This might take some time to explain." He said.

"Start explaining what that monster was." Sayaka started with hint of angry. She is getting tired of being lied.

"It's a Witch, do you recalls the news about people disappearing without a trace? Those creatures are responsible for their disappearance by trapping them in their realm so many people won't know about it." Allen explains.

"B-But what happened to you, why did your arm change?" Sayaka asked. This made Allen sighed as he made his mark appear and make Sayaka looks surprised.

"That isn't the only thing I go. When I got attacked by the Witch, I somehow end up being cursed." Allen said, pointed to his scar on his eye. "Fortunately, I was saved by Madoka-chan and Mami in time. As you can see they're Magical Girls in charge of fighting against the Witches." He finished.

"Like I would believe that." Sayaka said.

Suddenly Sayaka saw a pink flash and turns around to see Madoka in her magical girl outfit. This made the blue hair girl gawked at her friend. "M-Madoka…"

"Do you believe us now?" Madoka asked, hopefully.

"Why didn't you told me that you're secretly into cosplay!?" Sayaka demanded, pointing her finger at Madoka. "I could've gone with you to the anime convention than letting you go there by yourself!"

This made Allen and Madoka sweatdropped at this déjà vu scene.

"First, Allen-nii, now Sayaka-chan…" Madoka said with facepalmed. "Why does everyone think I am cosplaying?" she asked with annoying tone.

Sayaka soon takes a deep breath before looking at Madoka. "But why are you a Magical Girl in the first place, Madoka?" She asked. "It's not like you to get involved-"

This made Madoka looks serious expression as it caused Sayaka to stop her speech. "You didn't think that I could handle it? Do you want me to depend on you and Allen-nii?!" She said with hint of angry.

"Madoka…" Sayaka looks disbelief. She never seen Madoka behaving like this since she always protected Madoka from bullies.

Madoka think back to her times as a Magical Girl and what it taught her about growing up. "The reason I fight… I want to be strong enough to stand on my own foots, I don't want to be seen a crybaby and being able to protect those I cared about." She said.

"Madoka, tell me. Is this what you _truly_ thinking the whole time…?" Sayaka asked quiet.

Madoka nodded."Sayaka-chan, I want you to know that I didn't mean for you or Allen-nii-" But Madoka stop when Sayaka hugged her tightly.

"Madoka, you baka… baka, baka, baka…" Sayaka said, starting have some tears on her face. "Why didn't you told me this is how you feel the whole time? You could just told me and I can help you." She said, holding Madoka.

Allen let out a small smile as the two girls were hugging each other. He thought it will be a little trouble if Sayaka got mad until she heard Madoka's reason.

"Allen, there is any ways to return you back to normal?" Sayaka asked. Allen sighed before shaking his head.

"I can't. But I won't mind the ability since I will be able to protect myself and others if I get stuck in a Witch barrier. Even if I have to let Madoka to do her duty as a Magical Girl, it will be my job to make sure she come home safety." Allen explains with serious tone.

Sayaka looks shock at Allen. "Allen…" she uttered.

"We should go back to others. Because we have some questions regard to the Witch appeared where you two were." Madoka said. They nodded as Madoka opened the door and they went to meet up with Mami and Homura as they were waiting for them.

"It's nice to meet you, Sayaka Miki." Mami said.

Sayaka waved her hand at the other Magical Girls in the living room. "Umm… Hey there," Sayaka said, nervous.

"Allen-san… what were you and Miki-san doing in a Witch's barrier?" Homura asked quiet.

"You see… we were eating at an all you can eat restaurant." Allen said.

This made them sweatdropped.

"We're serious there!" Sayaka supporting Allen's claimed.

"What were you doing there?" Madoka asked.

Allen sighed as he told them after he encounter Sayaka, but he left out the part about how he cheats in poker against another player who attempted to cheat (Especially for Madoka's sake that she must never learned about his poker activity). Then they go there together as they eating the delicious foods before the Witch interrupted their meal together.

"So that is why you were in the Witch barrier…" Mami said. They nodded.

"It's too bad you weren't there to join us, Madoka." Sayaka said with a smile. This made Madoka pout.

Homura looks at the veteran Magical Girl. "Mami-san, what do we do now?" Homura asked.

"I guess we can let Sayaka in because she almost got attacked by a Witch." Mami said calm.

* * *

(Unknown location)

A red hair girl is ran through the street as she looking at her Soul gem in her hand as it guiding her through the direction.

"Almost there…" She muttered to herself.

It wasn't until her Soul Gem suddenly stop glowing as this made Kyoko stop immediately.

"Did someone already beaten me to the Witch?" Kyoko wondered out loud with confused expression.

"Oh… what is a young girl like you doing out here?" a voice asked as this caused Kyoko startled and she looks up to see a man standing a few feet far from young man looks like he is in his twenties with unraveled dark hair and wearing a trench coat.

Kyoko can't help feeling a bit on the edge because there is something about this man… being dangerous. Even if she challenge him to a fight, she could be dead already.

"I-I am just running an errand for my mom." Kyoko lied.

This made the young man chuckle. "Is that so?" he asked. "I hope you better hurry home since children like you shouldn't be out this late." He answered with politely.

"Y-Yeah…" Kyoko said as she immediately leave the man alone._Why am I scared of this guy? It like he isn't human at all…_ the red hair thought in confusion to herself.

The young man looks mused at the red hair as she disappeared from his sight. Soon he noticed a shadow creature appearing before his presence. "Hmm… it looks like you still have long way to go before you can truly evolved into Level 4." He said.

The shadow creature let out a low growl as the man nodded.

"Be patient, my underling. It won't be long enough until you grow." The young man said before looking out the city as if he looks for something or someone.

"I can't wait until we meet again… my dear nephew. You won't escape from me." The young man said before he and his pet minion left through the shadow now.

* * *

(**Playing D. Gray-Man ending 01: Snow Kiss**)

The Soul Gems were glowing around Allen's Innocence.

**Night growing...**

**Recall that memory**

Allen is resting on the rooftop of his house.

**Biting my shivering lips**

Madoka came to join him as they watch over the moon.

**I put my shoulder on yours**

There is shooting star fall from the sky. Allen tries to reach out with his hand.

**The day when I last saw you**

Allen and Homura were standing in front of Madoka as they see different futures.

**Is hidden deep in my memories**

Sayaka got out her sword and Mami adjusted her hat in front of the mirror.

**On the lake, we walked along that wonderful view**

Allen and Madoka were joined by Sayaka, Mami, Homura and Kyoko to enjoying the view of the sky.

Snow kiss

**Don't tell me goodbye just now**

Suddenly there are rains of many shooting stars in the night sky.

**My feelings towards you let me a permanent scar**

Allen and the girls soon start running after those stars in the sky.

**Don't try to erase it...**

**Don't try to erase it...**

* * *

**AN: That is the end of that chapter even thought the chapter is a bit short. I bet you might figure out who is the mystery man at the end, but how is he going to affect the story? Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	7. Sayaka's Resolve!

**Toa Solaric: Hey there, everyone! I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me.**

Innocence: Saint Exorcist of Puella Magica

Ch6: Sayaka's Resolve! Two more Magical Girls!?

_A young Sayaka is walking in a street on her way home._

_"I think I may have said too much..." She sighs, thinking that she was too harsh with Allen._

_It's summer vacation as she was eating ramen with Madoka and Allen at their house before having an argument._

_The thing is here Allen left the Pig meat at one border of his bowl, and Sayaka thought he did not like it so she eaten it... then Allen snapped at her since he loved the pig meat more than anything, and he was saving it for last._

_Sayaka in return responded that Allen was acting like a little girls with a flowery dress and twin tails... Which is official too far and Sayaka decides to leave._

_She knows how he is with food (And even now she finds weird how he can eat like that and doesn't get fat) so she should have guessed that it wasn't like him to not eat all his food._

_"Still... Madoka got a brother out of nowhere... I'm not used to him..." That was true, Sayaka still had not accepted fully that Allen will now be a part of her life._

_And if Madoka got a brother, she never expected a forgein boy with white hair..._

_As Sayaka was too centered in her thoughts, she never notices how a huge black dog was trailing behind her as the dog showed his fang as a signal it wasn't harmless stray dog..._

_But the growling of the dog alerted Sayaka, who turned around and was now very scared._

_Before she could scream the dog jumped at her, its fangs ready to bite her shoulder._

_But then..._

_"Watch out!" The voice of certain boy, a very familiar boy was heard._

_And before Sayaka could comprehend it, Allen was in front of her, acting like a shield. And his right arm was... being bitten by the dog._

_"Get. Out. Of. Here," Allen growl in a very serious and icy voice... and one even could have seen the image of... an older Allen glaring down with malice in his eyes._

_And for some reason it must have worked, because the dog opened his mouth and took of running._

_Still, Allen's arm already suffered the damage since the spot in which the fangs were biting... are bleeding quite heavily now._

_"A-Allen!" Sayaka scream with worried._

_She quickly takes his arm and sees... the blood. Normally she doesn't even see blood, and when she does it is never that much!_

_"Ghh..." She gasp, trying to take off her eyes of the wound._

_But... the wounded one doesn't seem affected._

_"Uggh... this really hurts," Allen mumbled to himself, as in this life he never experienced pain like this._

_However while the great number of kids at his age would have been crying and calling for their parents... Allen was just annoyed by the pain._

_"Allen!" Finally Sayaka snaps out of her shock and takes Allen's arm in her hands, "I'm sorry! I'm really sorry!" She apologizes._

_"Hmm?" Allen watches her with curiosity, then his mind understand why she is apologizing for, "Ah? This?" He points at the bite marks, "It's okay,"_

_"B-but your arm," She said, feeling very awful about that, to the point few tears are appearing on her eyes._

_Even though she eats Allen's food, he still shielded her and took a bite from a dog for her._

_Allen said, "Tou-san always said I need to protect the girls," Probably he said that for Madoka, but Allen interpreted it to all the girls._

_"I'm still very sorry!" Sayaka insisted, "I will do anything..." Allen already forgive her, but it seems Sayaka still had not forgiven herself._

_"You will do anything to make up for this?" Allen smiled like a devil..._

_He can capitalize a chance when that chance is shown to him._

_"Yes, I will do anything," Sayaka's repeats those words._

_"So when you get older I want you to cook for me!" Says a happy Allen, showing he is back to his normal self, "You learn to cook and then marry to me when I'm older and I can eat your food!" Allen reasoned that since his dad and mom are married, if he and Sayaka marry then he can eat._

_An immature idea, but this time and age, to Allen it makes perfect sense._

(Reality)

Childhood friend of Allen Kaname wakes up from a dream that was more like a memory of these childhood days that she, Madoka and Allen spend together.

"Allen..." She says softly.

"He always was there to protect me if I really needed it," She now realizes that after he protected her from that monster, with the same determination that he used to defend her from that dog.

_Allen is still Allen..._ he cares for his friends and is willing to get in danger to protect them.

"I...like him... more than as a friend..." She finally admitted her feelings, this time she is truly honest with herself.

Sayaka now wish to stand by Allen's side like Madoka and the others... and so she will become a Magical Girl.

She could stand at his side and... Mami Tomoe will not be the only one that close to him.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

Mami got herself from her bed and already in her school uniform before she saw a picture frame on the table. It a picture of her and Madoka together smiling together.

The veteran Magical girl treasured this picture since Madoka is the first and true friend she even made. She can't help think back to the day when she meet the younger Kaname sibling.

(**Flashback- many years ago…**)

_Mami is currently skipping through the buildings as she have an annoyed face on her face._

'_Kyuubey, why didn't you tell me about her!?' Mami thought angry as she is almost close to her destination soon._

'_I have to be sure that she could handle her power on her own first. But please save her.' Kyuubey said through telepathy._

_Mami soon arrived the location before opened a portal into the Witch's barrier then hurry inside there. The blonde hair girl soon spotted a young pink hair girl struggling against a humanoid bear and immediately got out her musket as she fired at the Familiar to force it back from the young girl._

_The pink hair girl turn and looks surprised to see Mami._

"_W-who are you?" Madoka asked._

"_Don't worry, I will take care." Mami assured before give a serious expression at the Bear like humanoid and summoned more muskets to fire at the beast before it dissolved._

_Mami sighed in relief before she heard footsteps and saw the young girl come toward her._

"_Thank you…" The young pink hair girl said with a smile._

"_It's nothing, but I have done this longer than you." Mami said. "So what is your name?"_

"_Madoka Kaname." Madoka introduced herself. "What is your name?"_

"_I am Mami Tomoe." The blonde hair Magical Girl said with a smile._

(**Present**)

Mami never imagined she would take another apprentice again after what happened to her first student who turned bitter after what happens to her family.

_It's not like we will see each other again…_ Mami thought to herself.

Unknown to her, she would have an possible encounter with her old student once again.

* * *

Allen is eating breakfast with his family in their daily routine. Allen just finished his second sandwich of eggs and beacon as he goes into his third.

"Allen-nii, can you passed the jam?" Madoka asked politely.

The white hair teen nodded before passing the jar to his little sister. Few weeks had passed after Allen recovered from his injury and discovered the new ability of his curse state. Though it still haze for Allen what happened to him when he got angry at the Witch for harming Sayaka.

His little sister and his friends were busy deal with Witches and Familiars while Allen is resting (he is forced to take breaks due to Madoka's puppy dog eyes). But Allen hopes to train with his new arm gun in hope to protect his friends.

"I will be going now." Junko said after a sip of her coffee.

"Good luck." The rest of Kaname family said to her.

Junko soon left the house. Then Allen and Madoka finished their breakfasts before being the next to head out of the house.

"Be careful out there!" Tatsuya said.

"We will!" The Kaname siblings said in union.

They soon walk ahead as they saw Sayaka waiting for them by the tree on her own. When Sayaka saw Madoka and Allen, her face brightly.

"Morning, Sayaka-chan." Madoka greeted.

"Morning…" Sayaka said with a light blush.

Allen blinks at Sayaka. He can't help notice something a bit different about the blue hair tomboyish girl or it just his imagination…

"Where is Hitomi-chan?" Madoka asked curious. Sayaka shrugged.

"I haven't seen her this morning, she must be at her family business." Sayaka replied. They know Hitomi's family is rich since her father own a company.

"Morning, everyone…" A familiar voice said as they saw Hitomi finally showing up at the last minute.

"Hey Hitomi-chan," Allen and the two girls greeted to the green hair girl.

"Shall we get going now?" Sayaka asked with a smile as they continued walking together.

Allen is walking beside Sayaka as he can't help stares at Sayaka being happy than usually.

"Is there something wrong, Allen?" Allen's eyes soon focused on Sayaka who looking at him with a concerned look.

"Umm… it's nothing," Allen answered with a calm tone.

_Maybe I am thinking about it too much…_ Allen thought to himself.

Unaware to them, Hitomi can't help stares at Sayaka being close to Allen as well.

* * *

Kyoko is wearing a green sweaters, blue short jeans, and brown boots as she watching over top of a skyscraper with a crepes in hand.

Suddenly Kyuubey appeared from the shadow. "_I didn't expect you to come here, Kyoko._" Kyuubey said.

"I came here because the place I was stay is not producing many witches." Kyoko said. "From what I heard, the condition in this city sure has changed."

"_Mami still occupied this city. Also she gain another apprentice after you._" Kyuubey said.

"Oh, is that so? So the veteran settle with another hero wannabe huh?" Kyoko said.

"_There is an interesting boy too. He not contract with me, but he got cursed by a Witch._" Kyuubey revealed as this made Kyoko stop eating her crepes.

"Is that even possible…?" Kyoko asked in surprised.

"_But he is strong… he is able to annihilated a Witch with one blow._" Kyuubey said.

"So a cursed boy?" Kyoko said while eating her food. Then she grinned. "I don't like the idea of that boy and a hero-wannabe take over this good territory." She continued as she got back up.

"_What are you planning, Kyoko?_" Kyuubey asked.

"Simple. Just torture both of them until they have surrender." Kyoko said with a grinning. "Especially that Cursed boy…" she added.

* * *

In her class room, Sayaka have been busy listening to the lecture of her teacher as she jolts down note on important notes and whatnot. During the pass several hours in class, Sayaka can't help stare at both Madoka and Homura as the two were paying attention to the teacher's lecture.

They never mention where they got their power as Magical Girls from, but something to do with making a wish.

_But there must be more to it… I need to find a way…_Sayaka thought to herself. If she ever want to help others and get close to Allen.

Few hours later as class is over and lunch time start, Sayaka left to get her lunch from her locker.

"_So you want to become a Magical Girl as well?_" A voice asked as this got Sayaka startled and looking around.

"Who is there?" Sayaka asked.

Emerged out behind the wall is none other than Kyuubey himself.

"…A cat?" Sayaka asked. "I never seen you before…"

"_But I know about you Sayaka Miki._" Kyuubey said, walking toward her.

"A talking cat…" Sayaka said, looking slight warily of Kyuubey. "What do you want?" she asked.

"_I am Kyuubey, a contractor for those have a wish to become Magical Girl._" Kyuubey introduced himself.

This made Sayaka's eyes wide. Madoka and Mami told her about how they meet a certain white cat who can talk prior to making their wish. But Sayaka didn't believed there is such a cat who can talk or granting wish to young girls.

But then how she will explained Kyuubey in front of her?

"No way… You helped Madoka and Tomoe-san become Magical Girls?" Sayaka asked with surprised tone.

"_Because they have wishes that they want to make coming true._" Kyuubey said. "_But I sense you have a desire to become a Magical Girl, what do you want to wish for?_" he asked.

"I…"

The thought of a white hair teen was in her mind. The childhood friend who she admire more than anyone else. She soon have a determined look on her face now.

"I do have a wish. I will do anything to make it come true." Sayaka said, looking at the white cat in front of her.

"_Then tell me… what do you wish for?_" Kyuubey asked.

* * *

(With Allen)

"That was nice…" Allen said, start walking around the hallway during lunch time. Just a few minute ago, he was eating quite a lunch from the cafeteria room with the money he earned from his gambling.

It wasn't until he noticed a certain mark on the wall and stop.

"Huh? Isn't that…?" Allen muttered before his left eye suddenly began to turn red immediately.

Suddenly the mark on the wall began to glow immediately and turns into a portal way.

"It looks like I can go on my own without the girls' help…" Allen looks dumbstruck at what he just did.

Allen shakes his head before went into the vortex by himself.

The white hair teen started looking around the place and noticed a lot of television and film rolls hanging on the wall.

"What a weird place…" Allen comment to the area.

It wasn't until the televisions began to turn on immediately as they have grayish screens and this caused Allen to become a little scared.

Suddenly he hears strange voices from each televisions.

"_Hopefully it will save your soul, poor Akuma…_" The first television said, however there is something wrong. Allen may feel that voice belongs to him, but there was… something different.

"_My right hand is for the human, left for Akuma…_"

He heard the word Akuma before in his dreams. But what exactly is Akuma?

And, for some reason the white haired boy feels through that voice is his, at the same time seems to be someone else, someone completely different.

As if that voice was only an echo of a distant memory, something that was long forgotten.

But before he could think what was going on, another voice from a different television could be heard in here.

And this voice belonged to someone else…

No.

To whom that voice belonged could not be classified as a person… because you can notice that voice does not belong to a human.

"You are Allen Walker! The boy who turned his father into an Akuma!" It was that being full of evil said.

Allen took a step back from that television, even when he does not know who it belongs to, something inside him tell that voice belonged to someone not good.

And besides…

"Father?" Allen repeated, "I-I have a father?"

Even since he is taken in by the Kaname family, he doesn't have any recollection about his own family or another member of his family.

But for some mysterious reason that did not seem to bother him at all. He wasn't sure why he felt this way.

However, other voices can be heard from other televisions.

"_We are different from you, we do not have that eye,_" A young voice from a brown television heard, "_The other Exorcists and I… see humans as servants of the Earl._"

Suddenly the black television spoke up. "_You know, if you kill an Akuma without the use of Innocence to destroy it… such like forcing it to self-destruct… the soul of the Akuma disappears in Dark Matter, did you know that~?_" The voice of a girl, who gives a… dark feeling said, "_And then you can never save it!_"

"_You're so selfish Allen,_" A voice of another girl, but unlike the previous one, this voice… gives a feeling of friendship, "_'No one can see the souls of Akuma except me', carrying the load on you and sacrificing your life only during battle, then why are we friends?_" The girl asked.

"_I hate it… your left eye… I hate it,_" Once again the girl's voice is heard, but this time she seems to have been crying.

"I…I made a girl cry!?" Exclaimed a surprised Allen, who could not help feel disgusted with himself after realizing that.

After all since always he had been very close to Madoka, Sayaka and Hitomi, all which are girls so he promised himself to not make a girl cry… unless those are tears of happiness. That happened because as a kid, Allen did make Sayaka cry a lot, and Madoka cried because of that… he was just a kid back them so he couldn't have known…

"_A-Allen! If you do this… then we won't see you again…!_" And this time the new voice cried belongs to a young man, and especially that voice makes Allen feeling sad.

Why?

Why does these voices affect him so much? He never in his normal life heard something like that!

"_The one who made Alma an Akuma…. That was you, right?_" A voice full of venom and anger spoke now… and Allen for some reason clenched his fist… like if that voice only could provoke him anger, "_The one who destroyed this delegation and transformed the Thirds into monsters… Is all your fault. The fault of the one who belongs to the Order while being a damn Noah!_"

Why… why the word 'Noah' brings shivers to Allen's spine?

"_That damn memory of Noah that you have and the Innocence… inside you there are two monsters!_" And now a young man spoke… that voice made Allen put his hand on his heart by instinct, "_You don't even understand who you are and don't know your duties… you only cause chaos and conflict to anywhere you go,_" And Allen braced himself for the last words.

"_You are the worst of all us, Allen Walker,_"

Allen, whipped a tear upon hearing those words.

"Did I know that person?" Allen asked to himself.

Suddenly Allen's left eye began to react toward something and he turn around to seeing flying dolls coming at him.

"Familiars…" Allen muttered with cold tone.

He let out a deep breath before his left arm enlarged itself and becoming white immediately. The white hair teen charged forward and start slashing them down.

What Allen Walker had heard from those televisions… for some reason caused a great feeling of nostalgia.

But… nostalgia about what?

And… why a part of him feels like it's better to not remember anything at all?

I mean… Are those memories really painful?

* * *

Meanwhile a figure look at the same mark that lead Allen into the Witch's lair and looks back at Kyuubey.

"Are you sure he went in there by himself?" she asked.

"_Of course… but I can't tell how long he will last there._" The white cat admit.

"Hang on, Allen… I am coming."

* * *

Allen dodged most of their arms before slashing them. He soon saw two of the Familiars as they try to attack him from both sides, but he jump into the air to avoid them.

"Come!" Allen shout as his left arm began to transform into gun mode once more.

He start firing at the Familiar with spears of light coming out of the gun before watching them dissolved immediately.

"But where is the Witch?" Allen ponder as he scanned the area.

"_Save me…!_" A faint female voice cried out.

The white hair teen turned around and saw a flying white television nearby with two Familiars holding it. His left eye soon start glowing immediately to see a spirit of girl with ponytails from the miniature television.

There is no doubt about it… that flying white television is a Witch!

_This time I will find out why I keep seeing little girls from them…_ Allen thought to himself with serious expression.

He soon went up to them immediately, but the dolls call for more reinforcements to go against Allen. But they were shot down by Allen's new weaponized hand as the white hair teen continued advanced toward the Witch.

"Don't get in my way!" Allen shout with angry.

He then start shooting at the television like Witch as it trying to avoiding being shoot by an angry Allen before one of the shot caused the Witch to roll across the ground immediately.

Just when Allen about to get close and finished the Witch off, suddenly the Witch let out a cried to cause the television around them to become alive as they sprout wings and flying after Allen.

Before they could reach the white hair teen, the televisions were slashing down immediately by a blue blur from out of nowhere.

"That was a close one huh, Allen…" A familiar voice made Allen's eyes went wide immediately.

"S-Sayaka-chan, but how!?" Allen exclaimed in shocked.

The figure in front of him is none other than Sayaka Miki. She wasn't wearing her school uniform, but a combat outfit with blue cape and a cutlass in her hand.

"It kinda of long story, but I am glad that I find you, Allen." Sayaka said with a smile.

Suddenly their attention focused on the Witch as it trying to make it's getaway, but Sayaka didn't let it happened as she turns into a blue blur and knocked as she delivered several fast slash on the Witch before it fall to the ground.

Soon Allen jump in before firing another beam of light as it impaled the Witch before destroying it completely.

The white hair teen sighed with relief before he saw the spirit girl in front of him. But this time, she have a sincere smile on her face now.

"_Thank you for setting me free… from myself._" The girl said.

"Yourself? What do you mean? Who are you exactly?" Allen questioned with curious.

"Allen, who are you talking to?" Sayaka asked confused.

Allen looks back at Sayaka then back at the ghost girl and Sayaka, "Huh? You mean you can't see her, Sayaka-chan?" he asked.

Sayaka shakes her head. "I have no clue who are you talk about."

"_There isn't much time but please… whatever you do, the Kyuubey isn't someone you shouldn't trust._" The ghost girl said to Allen.

"What?" The Kyuubey can't be trusted? Before the white hair teen could ask the ghost girl for more details, she dissolved into thin air immediately. "She is gone…" Allen muttered to himself.

Soon the Witch's lair disrupted before vanished completely out of thin air as he and Sayaka are on top of Allen's school.

But it doesn't matter to Allen anymore as his attention soon focused on Sayaka who standing next to him.

"How are you feeling as this is your first time as a Magical Girl?" Allen asked.

"I have to say that I am impressed, but this outfit doesn't fit me…" Sayaka said, looking at herself.

"I think you look fine, Sayaka-chan." Allen complimented.

_Madoka-chan and others are going to be freak out about this…_ Allen thought to himself.

"Come on, we need to head for Mami-chan's place since you become a Magical Girl…" Allen said.

* * *

(Mami's apartment)

"**EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEHHHHHHHHHHHHHHHHHHHHHHH!?** SAYAKA IS A MAGICAL GIRL NOW!?" The girls exclaimed in shocked.

This made Sayaka laughed nervously at the three Magical Girls' reaction after learning from Allen about what happened at his school.

"I still find it hard to believe you would go down this path." Allen said.

"I-It's not a big deal… you guys." Sayaka said.

"Don't you know the risks of being a Magical Girl?" Mami asked with a serious expression. She would be normally please with another Magical Girl, but let an unexperienced one to head into battle will lead to death.

"I did… but I can't just sit around and let my friends gone to the battlefield by themselves." Sayaka countered.

"Sayaka-chan, what wish did you made with Kyuubey?" Madoka asked. Allen want to know as the Kaname siblings look at Sayaka.

"What wish did you ask?" Allen asked.

"Well… I wished that I could protect my friends." Sayaka answered with a firm smile. But she finally get the chance of stay close to Allen.

"But there is something I don't get… how did Allen-kun ends up in a Witch's barrier?" Mami asked confused. The girls looking at Allen for explanation.

"I have no idea on how it possible either… but I think that I just opened the door on my own." Allen said, thinking back to what happened. He didn't know he could do that.

_Could it be the Curse is getting stronger?_ Mami thought with worried.

"Anyway, what should we do now?" Homura asked curious.

Madoka sighed. "I guess we should let Sayaka-chan to train with us since she is still new to this. What do you think, Mami?" she asked to the veteran Magical Girl.

"Sound fine with me…" Mami answer before they noticed Allen getting up from his seat, "Allen, where are you going?" she asked.

"I want to get some air." The white hair teen said before leaving the front door.

"Did something happened back there?" Madoka asked to Sayaka.

"I almost forget but I was thinking that Allen was talking to someone… but I don't think that I see anyone there." Sayaka said.

* * *

Allen is currently on the rooftop and let out a sighed as he thought back to the weird Witch's barrier he went through and the mystery ghost girl.

He has so many questions on his mind. Why does the voices from the televisions sound familiar, but felt like a distant memory to him? What does the ghost girl mean that the Kyuubey isn't trustworthy?

"Who exactly am I…?" Allen muttered to himself, looking up at the moon.

"Allen-kun, are you alright?" His thoughts were interrupted by a familiar voice and turned around to see Mami behind him.

"Mami-chan, is there anything wrong?" Allen asked.

Mami get closer to Allen and looks at him. "I noticed you look troubled… do you want to talk about it?" she asked.

"Mami-chan…I am just worried what I am becoming. Do you think I am turning into some kind of monster?" Allen asked with a troubled expression.

The blonde veteran Magical Girl shook her head. "I don't think believed because you show no sights of trying to harm those you cared about. That is why I don't believed you're going to become a monster." Mami said with resolved.

This made Allen looks quite surprised before smiled, "Thank you…" he said.

They noticed Madoka, Sayaka, and Homura came out of the apartment.

"What's wrong?" Allen asked with curiosity.

"Kyuubey contact us. There is another Witch attacking in the town." Madoka explains. This made both Allen and Mami adopted serious expression.

"Let's go, everyone." Mami said.

Allen and the rest nodded before they hurry off to the location. It wasn't until they arrived near the arcade zone as Mami opened up a portal into the Witch's barrier and heading into the portal.

The Witch barrier resembled a restaurant with large cooking equipment everywhere.

"I can't help wonder what Witch we will be facing here?" Sayaka asked with curious.

"Maybe a Cake Witch?" Madoka guessed.

Suddenly they heard a giggle sound as they spotted a large humanoid being resembled a massive chocolate cake like being with candies sticks for head.

"I-I can't believe you're right on the mark, Madoka-chan…" Homura said.

"_Save me…!_" a female voice cried out as Allen's eyes wide in shocked.

_Another one!_ Allen thought in shocked before charging forward at the Witch immediately.

"Allen-nii/ Allen-kun!" Both Madoka and Mami shout in completely shocked.

But Allen didn't listen to them as the Cake Witch saw him and Allen try to attack the Witch. But his claw like hands couldn't pierce the Witch's skin and this made Allen gritting his teeths.

The white hair teen noticed the Witch try to attack him with her hand, but he jumps out of the way in time. Soon the girls started their attacks on the Cake Witch after they finished their transformation. Madoka firing her arrows at the Witch's left side before Sayaka came up next with her sword to deliver a slash. Before the Witch could retaliated against them, Mami appeared in front of her with several musket before shooting at her. Homura disappeared for a moment before reappeared again as several explosions occur on the Witch's body as this caused the Witch to stagger backward and collapsed on the ground.

"I won't miss my chance!" Allen said with a determined expression before charging at the Cake Witch who is still down.

Before he know it, the Cake Witch raised her head and is already focused her flame directly at Allen whose eyes become wide in shock.

"Allen-nii!" Madoka cried out. "Look out!"

Before Sayaka could rush to Allen, Mami use her magic to accelerate herself toward Allen and got out him away from the attack that meant to kill him.

"Let's go of me!" Allen shout, struggling but Mami didn't let him go from her grips.

Before anyone of them could realize, the Cake Witch suddenly got sliced straight in half immediately before dissolved immediately at once.

"H-How is that possible?" Madoka asked with completely surprised expression.

"Did someone kill the Witch?" Sayaka asked.

"It looks like I got the Grief Seed before anyone of you…" A female voice said as this caused everyone to look shock as they trying to find the source of the voice.

It wasn't until they saw a girl with long red hair in a red outfit seating on the corpse of Witch's corpse.

"Another Magical Girl?" Madoka asked with shocked.

"So there is a new Magical Girl here, huh." Kyoko said with a smirk.

But Mami have a different reaction when she saw the redhead girl as she remembered another girl once under her wing.

"It been a while. Isn't that impolite to leave your own territory, Sakura-san?" Mami asked, still holding onto Allen.

* * *

(**Playing D. Gray-Man ending 01: Snow Kiss**)

The Soul Gems were glowing around Allen's Innocence.

**Night growing...**

**Recall that memory**

Allen is resting on the rooftop of his house.

**Biting my shivering lips**

Madoka came to join him as they watch over the moon.

**I put my shoulder on yours**

There is shooting star fall from the sky. Allen tries to reach out with his hand.

**The day when I last saw you**

Allen and Homura were standing in front of Madoka as they see different futures.

**Is hidden deep in my memories**

Sayaka got out her sword and Mami adjusted her hat in front of the mirror.

**On the lake, we walked along that wonderful view**

Allen and Madoka were joined by Sayaka, Mami, Homura and Kyoko to enjoying the view of the sky.

**Snow kiss**

**Don't tell me goodbye just now**

Suddenly there are rains of many shooting stars in the night sky.

**My feelings towards you let me a permanent scar**

Allen and the girls soon start running after those stars in the sky.

**Don't try to erase it...**

**Don't try to erase it...**

* * *

(Next time…)

"What in the world were you think charging reckless, Allen!?" Mami exclaimed with worried.

"Witch and familiars attack innocent people, do you want to sacrifice them?"

"I won't forgive you for what you did…" Allen growl as his eye turned crimson.

"W-What in the world are you, beansprout!?" Kyoko gasped.

Ch. 7: Justice and Greed

* * *

**AN: That is the end of that chapter even though the chapter is a bit short. It looks like Sayaka have finally become a Magical Girl and we have Kyoko making her appearance toward the group. Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**

**Read and Review!**


	8. Justice and Greed!

**Toa Solaric: Hey there, everyone! I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me. I hope you guys like the previous chapter since we have both Sayaka and Kyoko introduced in the chapter!**

Innocence: Saint Exorcist of Puella Magica

Ch7: Justice and Greed

(Last time…)

Cake Witch suddenly got sliced straight in half immediately before dissolved immediately at once.

"H-How is that possible?" Madoka asked with completely surprised expression.

"Did someone kill the Witch?" Sayaka asked.

"It looks like I got the Grief Seed before anyone of you…" A female voice said as this caused everyone to look shock as they trying to find the source of the voice.

It wasn't until they saw a girl with long red hair in a red outfit seating on the corpse of Witch's corpse.

"Another Magical Girl?" Madoka asked with shocked.

"So there is a new Magical Girl here, huh." Kyoko said with a smirk.

But Mami have a different reaction when she saw the redhead girl as she remembered another girl once under her wing.

"It been a while. Isn't that impolite to leave your own territory, Sakura-san?" Mami asked, still holding onto Allen.

(Present)

Allen, Sayaka, and Madoka look surprise, but Homura faked hers.

"Mami, are you saying _that_ her?" Madoka asked in shocked. Mami nodded.

Sayaka looks at her friend for explanation. "What are you talking about, Madoka? You know who she is?" Sayaka asked, very confused.

"Before I was Mami's student… there was someone else," Madoka explain calm. "Her name is Kyoko Sakura."

This made the blue hair and Allen looks shocked before looking at Mami.

"Of course, Madoka-chan." Mami replied, frowning.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

Allen and the girls stare intensely at the newcomer who is none other than a Magical Girl known as Kyoko Sakura, a former student of the Veteran Magical Girl Mami.

"Is she a friend?" Sayaka asked, looking caution.

"She _was_ a friend of mine." Mami said, frowning. But something changed Kyoko. "But something changed her completely."

"It a good thing that I came here since I want to see who I am compete against." Kyoko said, frowning. "And who would thought the Cursed Boy is… a Satanist."

"Huh!? A Satanist?!" They exclaimed.

"I don't worship the devil!" Allen countered, feeling offended.

"You can't fool me with that mark on your eye, Cursed Boy." Kyoko pointed at Allen's left eye. Soon the Witch's barrier vanished immediately.

"Allen doesn't worship the Devil! That is a cursed from the Witch!" Sayaka argued.

Kyoko takes out what looks like a small bottle of water before spread the water on Allen's face.

"What-? Why are you throwing water at me!?" Allen demanded, wiping the water from his face.

"Isn't it just water… but holy water Satanist" Kyoko answered before noticed the mark won't vanished.

"I am not a Satanist!" Allen barked.

"What are you even doing here in my territory, Sakura?" Mami questioned with a calm tone.

"That isn't your concerns, Sempai." Kyoko said.

"Why do you have to kill that Witch?" Allen questioned with angry expression.

"Shouldn't I? To get the Grief Seed. Though I want to fight you… but I don't feel like it today. Later." Kyoko said. "But remember this, you're number one on my hit list." She added before vanished into the thin air.

"Wait-!" Allen said, going after her-

*****SLAP!*****

Allen become speechless when Mami slapped him in the face.

"Mami, why did you-" Before Allen could finished, he noticed Mami have tears down her eyes and stop.

"How could you charged reckless like that, Allen!?" Mami exclaimed with tearful look. "You almost got yourself killed by pulling that stupid stunt!?"

"I…" Allen's white hair hide his eyes. "Because I can see them since I got this Curse."

"See who?" Madoka asked.

"Every time a witch appear, I can see young girls around Madoka-chan's age trapped on them and they're crying for help to set them free…" Allen explains, looking down at his arm.

"How is that possible?" Homura asked.

"I don't know. That is why I have save them…" Allen said.

"Then you were talking to back there… was a ghost?" Sayaka asked with a disbelief expression. Even if she doesn't believed it, Allen must saw something that they couldn't see.

But Mami's expression hasn't changed a bit. "I wish you never got that eye... so that why you don't carry a burden that makes you take selfish choices like that!"

Allen's eyes wide completely in shocked as if he has a déjà vu right now.

"I hate it… your left eye… I hate it," Mami said before turning and leaving immediately.

"Mami-san…" Homura said.

Allen soon fall to his knee.

"Mami…" Allen said before Madoka and Sayaka came to his sides as they trying to help him up.

* * *

(Kaname Residence)

Allen is on top of his bed as he can't help thinking back to what happened. After Mami left, Allen and others went their separate ways.

_I can't believe that I just made a girl cried…_ Allen thought to himself, couldn't stop to think about what happened to Mami.

Soon he hears knocking on his door.

"It's me… Allen-nii." Madoka's voice from the door. "Can I come in?" she requested.

"Come in." Allen said.

Madoka soon came into Allen's room. She is currently in her yellow pajama and not wearing her significant ribbons as her pink hair was down.

"Allen-nii, how are you doing?" Madoka asked.

"Horrible…" Allen said. "This is my first time… I ever seen Mami-chan cried."

Madoka soon came closer and sat on his bed. "Because she was scared of losing you, Allen-nii… you almost lost your life like she did." Madoka said, soft.

The white hair teen's eyes wide in shock at his own sister. Mami once almost lost her own life?! "How did this happened?" he asked, speechless.

Madoka sighed. "It happened while I am still under her tutelage when we enter a Witch's barrier together, Mami take on the Witch head on while I provide back support. Mami thought she got the Witch for good… but almost got her if it wasn't for me and I learned how lonely Mami was." She said, can't help thinking back to what happened.

(Flashback)

_Madoka soon land on the ground after making sure the Witch is gone for good. "Mami-san, are you al-"_

_Mami's knees fall down. "I… I almost died there." Mami said. The image of that Witch almost kill her make her unable tm move._

_Madoka soon came close to her and pulled her sempai into a hug. "I-It's alright, Mami-san. The Witch is already gone." Madoka assured, patting her back gentle._

"_I'm so sorry Kaname-san. I am really not a person you should look up to…" Mami said, began to crying. "I-I thought I will die. It make me scared. I'm just a coward…"_

_The pink hair girl never thought she would see her break down like this, for the first time, she realized how lonely Mami was. "I don't care about that. I'm just happy that you're alright. I don't want to lose you. If you ever need someone to cry on, I will be there." Madoka said._

_When Mami hear that, she began cries out loudly and returning the hug tenderly._

(Present)

"That is why she went to help you, Allen-nii… because you almost made the same mistake she did." Madoka finished before hearing snore sound.

She turns and seeing Allen fallen asleep on his bed already. Madoka sighed before puts a blanket on her older brother and heading out of the room.

* * *

(Next day)

Mami opened the door of her apartment before the blonde noticed a certain boy at the front of her apartment.

A boy with white hair.

"What do you want?" Mami asked.

"Mami-chan…" Allen started. "I want to apologize for my behavior from yesterday. What I did was wrong."

This made Mami frowned. "What make you think that I will forgive you for what happened yesterday?" Mami asked.

Soon Allen goes on one knee and brought something from his pocket for Mami. "I want you to know that I am really sorry and I've brought this for you. It's green tea." He answered. He will do whatever it takes to earned Mami's forgiveness.

"If you really want to make up to me, then spend the whole day with me." Mami response.

Allen looks at her with surprised expression. "Thank you, Mami-chan!"

* * *

It didn't take Mami to get into her casual clothes before she accompanied Allen as the two walking down the street.

"So what do you have plan for us today?" Mami asked.

Allen have been thinking about what they should do since this morning. He didn't want to ask Madoka for help since this is something he need to take care of.

"I was wonder about going to the aquamarine and I got two tickets for us." Allen said, showing the tickets. "Have you been to the aquamarine?" the white haired teen asked.

"I haven't been there since I was a little girl." Mami answered. But she is surprised that Allen came prepared with the tickets.

This made Allen smile immediately. "Well, it your lucky day, Mami-chan. We're going there today." Allen said.

* * *

Kyoko is walking on the street, eating her snacks.

It wasn't until she noticed a pair of two figure walking together. She directly her vision for a closer look.

"Satanist and Sempai…?" Kyoko looks quite surprised to see them. '_Who knows that they're skipping school to go on a date?_' she thought.

Soon Allen saw something before told Mami and the two gone on their way.

Kyoko watched them leaving. She was about to do something devious when her soul gem seem to be reacting. This causes the redhead Magical Girl to sigh.

"I will have my fun later…" Kyoko said before heading off to another Witch hunt.

* * *

It didn't take long for them to reach the aquarium, and once they approached the massive structure, the two could see how splendid it truly was. The entire building was four stories with massive windows all around the façade. They entered the set of double doors into the aquarium, and marveled at the sight of the massive foyer. In the center was an enormous glass case that containing a massive pool of water. In the water were dozen of fishes swimming. There was a woman sitting at a desk next to the front door and smiled at them and said, "I hope you enjoy your stay."

Soon they made their way down a set of stairs wrapped around the massive central habitats. At the bottom of the stairs sat large tunnel of glass submerged in water. There are groups of people staring out into water, watching the aquatic life through the glass.

Allen and Mami slowly made their way through the tunnel. On all sides were groups of fishes swimming around. One of these fishes, a puffy fish, stares at a young child on the opposite side. They seem to be having some kind of stares contest for couple of minutes, until the child's mother decided it was time to move on.

Mami stopped and stares into the water and spoke to Allen, "Look Allen, Dolphins are over there." She pointed out into the water, and Allen followed where she was pointing to see the three aquatic animals.

The white haired teen smiled and replied, "Yeah. I remember one time when I came here with my family. Madoka-chan is always excited to see them."

"You know I thought you're going to be hungry if you see these fishes." Mami said with amusing tone. She is sure that Allen would get hunger from looking at these fishes.

"Don't worry, I already takes care of that." Allen said.

"So Madoka's brother planned ahead of time? Interesting." Mami said, smiling.

Their trip through the aquarium lasted another couple of hours, and they explored every last exhibit they had to offer. It wasn't long until they left the aquarium before heading for the store and doing some shopping.

Soon we seen Allen and Mami on their way back to Mami's apartment. Mami looks surprises at the stuffs in the shopping bags that Allen is carried.

"Allen… this is quite a lot." Mami said.

"I thought your apartment need some decorations." Allen answered honestly.

"Yeah… I was thinking about it, but I never have the time." Mami said, slight embarrassed before looking at the stuffs Allen bought.

"I am surprised that you can afford all of those… Where did you get all the money from?" Mami asked with confused expression.

The Veteran Magical Girl was surprised that Allen could afford such expensive stuffs without a problem. She knows that his family isn't kind of rich.

"It's a secret." The white hair teen said, only a little of his secret saving have been used.

As they continued their conversation when they got near Mami's apartment, Allen suddenly stop before he noticed his left eye is activated right now.

"Allen, your eye…" Mami looks completely shocked.

"There is a barrier nearby." Allen informed the Veteran Magical Girl, "It's not far from here."

"At time like this…" Mami cursed before looking at Allen who dropped the bags close to her apartment door. "Let's go, Allen."

The white hair teen nodded to her. Then they went hurry immediately.

* * *

Soon the two arrived at their destination as they look at an empty alley.

"It's here." Mami said, looking at her Soul Gem. "However, I don't think it could be a Witch, it must be a Familiar."

Suddenly the empty alley glow before becoming cartoon like with drawing on the walls. Allen and Mami soon walk down the stairs before they got to the floor.

They heard a childish laughed before they saw a cartoon kid on a plane flying above them.

"You won't get away!" Allen shout before he transforms his arm into gun mode and start firing bullets of light at it.

But the Familiar keep dodging Allen's shoots, this also causes the white hair teen to look frustrated. Allen looks at the Familiar carefully before focused his next shot to kill it.

Before his shot could kill the Familiar, a familiar spearhead deflect the attack, caused Allen to looks completely surprised before seeing a familiar redhead descend to the ground.

"What do you think you're doing, Satanist boy?" Kyoko questioned as the Barrier vanished.

Allen was trying to go after the Familiar before he finds himself face with Kyoko's spear against his neck and made him froze.

Suddenly Mami catch up with Allen before she looks surprised to see her old student who pointed her spear at Allen.

"Sakura-san…" Mami said. "What are you doing?"

"Why did you let that Familiar get away?" Allen demand with angry expression. "It could killed someone right now!"

"It's hasn't evolved into a Witch. You just have to wait until it eats around 4 or 5 people and becomes a witch." Kyoko said, spinning her spear. "Why are you trying to strangle a chicken before it lays eggs?" she rhetorical asked.

"Witch and Familiars attack innocent people, do you want to sacrifice them?" Allen asked, gritting his teeths.

"Why should you care, Satanist? The witches eat the weak humans. And we eat those witches. That's how it works here-" Before Kyoko could finished her sentence, she immediately brought her spear to defend against Allen's arm recently transformed into a sword like mode as sparks flying between them.

"Enough of your bullshit," Allen said in a cold and dangerous tone.

Allen wasn't sure what going on with himself, but the more he hears Kyoko talking made him aggressive than ever.

Soon Kyoko pushed Allen back before activating her spear's ability to change into several segment which she now maneuver as a whip and swing at the white hair teen. But Allen jump further back to dodge the whip.

"Good reflective." Kyoko comment with sarcasm. "Can't believed someone who isn't a Puella Magica doing my work. Are you doing it for fun?"

Allen rolled to the side in order to dodge the attack before he charged at Kyoko again with his sword. But Kyoko blocked his attacks with her spear again. When Allen thought he got Kyoko, she vanished right in front of him.

"Where do you think you are watching, Satanist boy?" Kyoko asked from his behind before kicked him with her leg.

This causes Allen to let out a cried of pain before he hits the wall really hard to cause smoke appears.

"Allen!" Mami shout with worried.

"That should put your out of commission," Kyoko said with a grin before ready to leave.

When the smoke clear, it shows Allen standing as dark aura surrounding him and his left eye is glowing with crimson color as this made both Magical Girls' eyes wide.

(**Play Yu-Gi-Oh Arc-V: Swing! Pendulum of Souls ost**)

_This is like before…_ Mami thought with shocked, remembering what happened with Sayaka.

Kyoko looks at the white hair teen who survived her attack. "How…? That should put someone like him into hospital for six month!" Kyoko said in disbelief.

Suddenly the white hair teen charge at her in a rapid fast speed that Kyoko barely have time to block his sword arm which was pushing her backward.

"How are you this good?!" Kyoko questioned with shock.

"I won't forgive you for what you did…" Allen growl as his eye turned crimson.

Soon Allen appears in front of Kyoko before grabbed her by her outfit and throws her into the wall. But Kyoko stops herself by stabbing her spear into the ground.

"What in the world are you… beansprout?" Kyoko questioned.

This cause Allen to have a narrow look on his face. He wasn't sure what but something about the word beansprout ticks him off and made him aggressive before let out a roar.

"RAAAAHHH!" Allen turns his arm into gun form again before starts firing against the redhead Magical Girl. But Kyoko spins her spear to block the incoming attacks before activating her whip mode. Allen did his best to parry with his arm before got send smashed against the wall of the alley.

"Sakura-san, stop!" Mami demanded.

But Kyoko didn't listen before charging at Allen who try to regain his sense. But before she can react him, a large white claw emerged from below caught her and tightly it grip to prevent her from escaping.

"How does it feel picking on the weak?" Allen asked with a dark expression.

"Damn it…" Kyoko cursed before the grip tightly her even further. No matter how much she struggle, Kyoko couldn't even escaped from the grip.

(**OST ended**)

Before Allen could choked Kyoko any further, a familiar voice told him to stop.

"That is enough, Allen!" Mami said, coming to his side. "Any further doing will prove you aren't better than her."

This causes the dark aura vanished from Allen and his eye turn back to original color before dropped to his knees.

Kyoko was about to get herself free before coming to face with Mami who standing in front of Allen.

"I think I will withdraw for now." Kyoko said.

"If I find you provoke Allen-kun again… there will be no mercy coming from me." Mami said to her former student.

Kyoko didn't say another before looking at Allen and left the alley immediately. Mami sighed before she turns to look at Allen who regains his strength to stand up.

"Is… she gone now?" Allen asked.

"For now." Mami said. '_Though I admit that you manage to hold your ground against her…_' The Veteran Magical Girl thought.

This made Allen smiled before hearing a rumbling noise cause him to fluster.

"Are you hungry, Allen-kun?" Mami asked.

"Sorry…" Allen apologized. "That fight takes a lot out of me."

"Why don't we go to my place?" Mami asked.

* * *

(Mami's apartment)

"Here you go, Allen-kun." Mami said, handling him a large cheese cake.

The two soon start eating their cakes before Allen looks at Mami's apartment. Since others aren't around, he felt this place is really lonely.

"Hey Mami, do you think it alright if I stay here with you tonight?" Allen asked.

This cause Mami almost to choke on her cake and flustered, "S-stay here? Why?" she asked to the white hair teen. Did Allen just says that he is going to sleep over at her apartment with her alone?

"Because I felt it kind of lonely here and I thought of staying here for tonight." Allen said, unaware that Mami's blush turns worse.

This is her first time having a boy sleeping over at her place. "W-What about your family? Is it alright with them?" Mami asked, blushing.

"I am already in high school, they think that I am at a friend's place." Allen response.

"Umm… Alright. You can use the guest room." Mami said, nervously. But she can't help ignore the moving of her heart now.

"Thank you, Mami-chan." Allen said with a bright smile.

* * *

(Next morning)

It like he promised to Mami that he was only staying for one night, but not before having breakfast with her then heading home.

He soon walk in to see his father, Madoka, and Tatsuya are eating breakfast together before joining them.

"Welcome back, Onii-chan." Tatsuya greeted to his older brother.

"Wonder when you get back for breakfast, Allen." Tomohisa said with a smile. He knows that Allen left yesterday to take care of problem with a close friend.

"Allen-nii, where were you last night?" Madoka asked to her older brother.

"I was sleeping at Mami-chan's house." Allen answered. But he didn't mention that he already at breakfast at Mami's place.

This causes Madoka to chokes on her food while his father looks surprised.

"So she forgives you? And good job, Allen. You're growing up so fast." Tomohisa said.

"Thank you, Tou-san." Allen said before eating breakfast, unaware of what his father meant.

Unknown to him, Madoka stares at her brother. For some reason, she can't help feeling a little envy that her older brother spend more time with her mentor.

**To be continued…**

* * *

**(Playing D. Gray-Man ending 01: Snow Kiss)**

The Soul Gems were glowing around Allen's Innocence.

**Night growing...**

**Recall that memory**

Allen is resting on the rooftop of his house.

**Biting my shivering lips**

Madoka came to join him as they watch over the moon.

**I put my shoulder on yours**

There is shooting star fall from the sky. Allen tries to reach out with his hand.

**The day when I last saw you**

Allen and Homura were standing in front of Madoka as they see different futures.

**Is hidden deep in my memories**

Sayaka got out her sword and Mami adjusted her hat in front of the mirror.

**On the lake, we walked along that wonderful view**

Allen and Madoka were joined by Sayaka, Mami, Homura and Kyoko to enjoying the view of the sky.

**Snow kiss**

**Don't tell me goodbye just now**

Suddenly there are rains of many shooting stars in the night sky.

**My feelings towards you let me a permanent scar**

Allen and the girls soon start running after those stars in the sky.

**Don't try to erase it...**

**Don't try to erase it...**

* * *

**AN: This story isn't done yet. Allen experienced what happened to him in Rewinding Town again and learning something about Mami from Madoka. I bet you didn't expect Kyoko be challenging against Allen and he have to deal with the word 'Beansprout' againXD. As for how Allen and Neah get separated, that is a secret… (Chuckled in the background). ****It looks like Madoka start becoming a little envy of Allen spending time with her mentor, wonder what will happened? Be sure to read and review this story. **


	9. Enemy of Innocence!

**Toa Solaric: Hey there, everyone! I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me.**

Innocence: Saint Exorcist of Puella Magica

Ch8: Enemy of Innocence!

It's been a few days since Allen encounter with Kyoko Sakura. If it wasn't for the fact he gone berserk against her in the fight, he will be already in the hospital right now. Though he doesn't remember all of the fight, he does remember something that the redhead Magical Girl says. But what annoyed him the most is that she call him 'Beansprout'.

Something about _that_ nickname ticks the white hair teen off. He is definitely not that short!

After getting his school uniform on, Allen came down the stairs and head to the dinner room where his family was.

"Morning." Allen said.

"Morning Allen/Onii-chan." His father and little brother said at the same time.

Madoka didn't say anything but constant steals a glance at her older adoptive brother while he was eating his breakfast.

But Allen noticed it immediately.

"What's wrong, Madoka-chan? Aren't you going to eat your breakfast?" Allen asked.

This causes Madoka snapped out of her thought as her face began to flustered, "I-It's nothing…!" she sputtered before eating her breakfast.

It wasn't long until Madoka start choking on her food. But Allen give her a cup of water which she gulped it down like nothing and gasped for air after drinking water.

"Eat slowly or you will ends up choking yourself." Her father scolded.

"Sorry…" Madoka apologized.

It wasn't long until the two siblings finished their breakfast before heading out of the door right now.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

The Kaname siblings soon meet up with their friends at their usual meeting place by the tree.

"Morning, Hitomi, Sayaka." Madoka greeted with a big smile.

"Morning, girls." Allen said.

"Morning." Sayaka said.

"Morning you two." Hitomi said. "Then we should be best on our way."

Soon the four friends walk together as Madoka and Hitomi are talking with each other while Sayaka and Allen are a few feet back from them.

"How are you feeling?" Sayaka asked.

"I'm good." Allen said.

"I heard from Mami about _her_… how strong is she?" Sayaka asked. She can't forgive Kyoko for hurting Allen especially insulting Allen's honor.

Allen thought back to his fight with Kyoko. "She is almost strength as Mami and could cripple me easily if she wanted to." Allen answered.

"I don't trust her…" Sayaka said, clenching her fist tightly.

"Take it easy, Sayaka-chan. I am just glad that I am still alive today." Allen assuring with a smile.

"I bet she got a really large stick up her butt to be this jerk-ass." Sayaka said.

* * *

In unknown building, it was none other than Kyoko who was sitting by herself. The redhead magical girl was about to eat her chocolate stick before she suddenly let out a loud sneeze into the air.

"AA—AAAACHOOOOOOOOO!" she sneezed violently.

This cause the birds and any animals move away from her.

The redhead Magical Girl uses her sleeves to wipe away the snot from her nose. '_Who the hell is talking about me?!_' she thought with annoyed.

* * *

(Back with others)

This causes Allen to have a little chuckled at Sayaka. But this could be hear by their green haired friend who looks at the white hair boy.

"What's so funny?" Hitomi asked with curious expression.

"Sayaka is telling me an interesting joke." Allen assured. "It's quite funny, isn't it?"

* * *

Homura is currently walking through what looks like a locker room. Before heading to school today, the black hair Magical Girl decided to pick up few things first as she looking around until she find the locker that she is seeking.

Homura opens the locker as she finds a military rifle and dozens of bullets before taking them out then moving out of the room with a calm expression.

Normally, anyone will be shocked to see a young girl like Homura taking weapons and catch her. But too bad for them, Homura enter the place with the ability of freezing time so no one will stop her.

Though she usually relied on her homemade bombs until Sayaka pointed out that she might killed someone in the process if she wasn't carefully, making her realized she need more options of fighting in order to success in her mission.

_No matter what… I will changed their fate… _Homura thought serious to herself.

"There should be more…" Homura muttered before continued down her path.

* * *

(Unknown location)

Sound of munching could be hear as the creature suddenly let out a growl before it changing into a smaller form than it original large form.

The mystery man with black hair looks at the creature in front of him with a musing expression.

"Well done, it looks like you made it up to Level 3." He said calmly.

"**Of course… Noah-sama.**" The creature purring before crawling toward the man.

"Now I have a new job for you," The man said. "I need you to fight my little nephew and his girlfriends."

The creature have a devious smile on its face. "**As you wish, Noah-sama.**" It speaking before it vanished into the shadow.

"I hope you become stronger soon, my little nephew." The man chuckled to no one.

* * *

A little girl is seen running and struggling to get away from her pursuers. She didn't know where she was when she finds herself in this strange place.

But her pursuers aren't different from they're appears as they looks nothing more than creature made of dust with laughing faces on them.

"Help me…!" the little girl cried out despite no one is around to hear her voice. "Mommy!"

Suddenly the little girl soon trip over a rock before falling onto the ground immediately which caused the flying dust like monsters to get even close to her.

Before the little girl could react, a blue blur charge forward and slash away the flying dust monsters as they vanished completely.

This cause the young girl to looks surprised before seeing her savior. The blue blur slowly down before revealed to be none other than Sayaka herself.

Sayaka approach the young girl and looks at her. "Don't worry, you are safe now." Sayaka said with assuring.

"W-who are you?" The little girl asked.

When more monsters coming closer, Sayaka take out her sword and began to slashed them in the process.

It wasn't long until the blue Magical Girl saw pink arrows shot into the clothes monsters as they exploded and Sayaka turned around to see Madoka, Allen, Mami, and Homura.

"It take you guys this long." Sayaka said.

"Sorry, Sayaka-chan. Allen-nii was eating while running with us." Madoka explains.

Allen was about to retort when he noticed the little girl who is hiding behind Sayaka. "Did she got stuck here?" Allen asked.

Sayaka nodded to answer the white haired teen's question. "It's a good thing that I got here in time. But can't someone take her out of here first?" she asked to her friends.

"I will do it." Madoka volunteered. Besides Mami, Madoka knows about how to opened portal outside of the Witch's barrier.

She approached the little girl and looks at her. "I will help you get out of here, you have people waiting for you." Madoka assured.

"I will help make sure nothing bad happened to Madoka and the little girl." Homura said.

"Just be careful." Allen said.

The little girl look uncertain before glance at Sayaka. "You can trusted her. She is my best friend." Sayaka said.

Soon enough, the little girl followed Madoka while others moving on ahead to the center of the Witch's barrier.

Waiting there is the creature expecting innocent bystanders coming into its' lair. In front of them is a giant humanoid woman with a vacuum cleaner for its leg.

"I heard of centaur… but that is something you don't see every day." Sayaka remarked.

But Allen wasn't pay attention much as he glance at the ghost girl above the creature's forehead and she looking down at them, "_Please… save me._"

"Allen-kun, are you alright?" Mami asked.

"I am fine." Allen answered with affirmation tone. He won't make the same mistake from before.

Before they could response, the Vacuum Witch saw them and immediately summoned its' minions to attack Allen and the two Magical Girls.

"Let's go!" Sayaka said to her friends. Both Allen and Mami nodded.

Mami is the first one start off by summoned multiple musket before firing at the familiars, blowing them up in contact.

Soon both Allen and Sayaka come up next, charging at the Witch herself and slashing the creature as sparks flying in the air. But their attack couldn't even make a dent as the Witch slapped them away with her hands, sending them tumbling across the ground.

"Are you two alright?" Mami asked.

"Y-yeah…" Allen response.

Before the Witch could make the next move, it got struck by couple of explosions on her body along with dozen of pink arrows, causing her to scream in pain.

Suddenly Homura and Madoka emerged out of thin air.

"Are you alright?" Homura asked.

"Thanks." Allen said before his left arm suddenly transformed into sword mode and charge forward. "Sayaka, following my lead."

"Okay, Allen!" Sayaka said, following the white hair teen.

While the Witch is currently in a dazed, Allen and Sayaka jumps onto the Witch before slashing the head which caused her to collapsed on the ground.

Soon Mami follows up with binding the Witch's arms together to prevent her from moving before Homura and Madoka coming up next. Madoka firing her bow while Homura pulled out a rifle from her shield and pulled the trigger as both Magical Girls caused more damaged to the Witch.

"Wait, isn't that a military rifle…?" Sayaka asked with wide eyes.

"Where did you get that, Homura!? That look quite expensive." Allen gawked at the sight of the weapon in Homura's hand. "How could it even hurt a Witch anyway?"

Homura noticed that Allen stares at her before feeling slight nervous. "Umm… it not the good time to explain." she said, awkwardly.

Before the Witch could move, something sharp stabbed in the front as it shriek in pain immediately. This cause Allen and his female companions to become shocked at the sight.

"What did that?" Madoka asked.

"Hmm… Looks like you guys saved me all the trouble…" A familiar voice said as a red blur

"Finds keep first." Kyoko said with a mocking grin.

"Sakura…" Mami said calmly.

After the defeated of the Witch, the barrier slowly vanished into thin air as if it wasn't there anymore. Kyoko spins the Grief Seed in her hand while stares at the white hair teen and his female companions. "So we crossed path again… but you are too slow beansprout." Kyoko said.

"My name is not Beansprout, its Allen!" Allen exclaimed with a tick mark. "Why are you even calling me that? I am tall than you shorty!"

This caused Kyoko accidently dropped the Grief Seed and marched down toward Allen as she glares at him with a big tick mark on her forehead.

"Who the hell are you calling short, beansprout!?" Kyoko demands.

"How many time did I tell you not to call me that!?" Allen retort. "Beside you are rude… and flat as a billboard!" Allen doesn't usually cursed in front of girls, but only if they are nice... or not are gambling against him, in which case Allen feels no remorse to take even their clothes if he wins the game.

This cause other Magical Girls to gasp at what Allen just say while Kyoko have a fire aura glowing around her and her face turns redden. "F-F-f-flat… Did you just call me flat, beansprout!?" she demand angrily, and then without much thinking she responds with words that would make many girls embarrassed, "Then I bet your dick is small!" She snarls at Allen who upon hearing those words gaped.

Not only him, but also Madoka and Sayaka gaped at those words... but curiously Sayaka had a blush... let's better not try to see what is in her mind.

To not let that issue to escalate, Allen decided to not respond that... because he would be damned if the theme of this arguments shift to his 'size'...

"I did. Do you have a problem, shorty?" Allen asked.

"Says the one whose sister is flat chest!" Kyoko taunted.

This caused Madoka falling into depression while Allen and Sayaka glares intensely at the redhead. As Madoka did not do anything to deserve those words.

"Madoka-chan is still growing, shorty!" Allen growl with angry.

"You are so small that they need a microscope to look at you, beansprout." Kyoko mocked.

"Shut up… you phony Christian!?" Allen exclaimed, caused Kyoko's eyes went wide. "How do we know you're even a real Christian like you claimed!?"

"Why you… that is you Satanist... you're freaking dead!" Kyoko shout before charging directly at Allen with her spear in hand.

"Bring it on, you Flatchest!" Allen response, who charges against her with his claw ready.

Soon the two clashed immediately as sparks flying in the air.

* * *

Sayaka continued watching the fight between Allen and Kyoko, she was about to help Allen when she hear collapse sound and turns around to see Madoka curled up in a feral position before rocking back and forward.

"Madoka? Are you alright?" Homura asked.

"I'm… flat…" Madoka muttered.

"Madoka, whatever Sakura-san say to you, don't listen to her." Mami said.

"Don't listen to the Phony Christian." Sayaka said.

Kyoko turns to face Sayaka with an angry look on her face.

"I AM CHRISTIAN!" Kyoko shout.

"Shut up, you goddamn phony! It's your fault for making Madoka depressed!" Sayaka shot back.

Before Kyoko can make a counter argument, she have to dodge another attack from an angry white teen, causing a large crater.

* * *

Allen brought up his sword swung at Kyoko, who brought up her spear at the white hair teen. Both weapons clashed for a brief moment before the red hair girl moved to dodge Sayaka's attack, then went straight for tried to stop the spear user with her sword, but Kyoko knocked Sayaka's weapon out of her hand and knee kick in the stomach before continue towards Allen.

The moment Kyoko was close enough, the young girl wasted no time in swing her spear at Allen, both the spear and sword clashed, sparks flying in multiple direction. Unfortunately, Kyoko put more force behind her weapon than Allen put behind his, forcing him back.

Allen could see that Kyoko is going to pint him to the wall and jump out the way immediately as he put some distance between him and Kyoko. However, Kyoko soon charge again at Allen, her spear clashed with the sword causing sparks to fly wildly in every direction.

After a few seconds of being locked in a stalement, both combatants forced each other back. Kyoko spins her spear while kept her gaze fixed on Allen.

Allen soon shot forward at Kyoko and launched a flurry of attacks at the spear wielder, who was blocking every blows, "I give you credit for lasting this long, but you have no chance of victory, Satanist boy."

"Shut up, Flatchest!" Allen exclaimed bought his sword down with enough force to make a crater in the ground, knocking the spear user girl off balance. Allen's sword made contact with Kyoko's torso, launching her half-way across the area and straights towards Sayaka and others.

"I got this, Allen!" Sayaka shout.

Sayaka soon focused her magic into her leg before spun one hundred-eighty degrees and swing her right leg into the air, she delivered a painful kick to the red hair girl's stomach. This causes Kyoko to groan in pain before she was send flying back across the area and straight toward Allen.

Kyoko saw Allen going to use his sword and gritting her teeths, "Like hell I will lost to you, Satanist!"

Kyoko tries to stop herself in mid-flight by impaled her spear into the ground. The idea work for three seconds, the shaft would have stopped her, but it had struck unstable ground and instead launched her toward Allen with even greater spear than she was already moving.

"Allen, watch out!" Sayaka shout. But the warning came too late for Allen after Kyoko collided with him and Allen blackout.

"Damn, that fucking hurt…" Kyoko complain, slowly lifted herself up off the ground.

When she tried to move her legs, the red hair girl found that she could not move them. When she looked down, her cheeks began to burn. The reason why the girl was unable to move was because her legs were trapped behind Allen's back, Allen's face was in between the red haired girl's legs and was having difficulty in getting up since she was sitting on him.

Kyoko was very embarrassed and very angry, she began to lift her right arm to smack Allen, who could do nothing but stare at the girl from in-between her legs, "You Pervert Satanist!"

She was about to punch him, but her fist was caught in mid-flight. Kyoko saw Sayaka's hand grabbed on her hand before she turns and saw Sayaka next to her.

Except there is something different about Sayaka. She have an angry look and dark comedic aura around her. Though she never forgive Kyoko for being rude to her friends, but something within her snapped when seeing the red hair Magical Girl flash her panties at Allen.

"You Phony Christian…!" Sayaka growl darkly before yanked Kyoko away with surprising strength, giving Kyoko an ice cold glares as she glare at her, "Not only you insult my friends Madoka and Allen… but you_**DARE**_ try to seduce Allen by flashing your_ freaking _panties at his face!?"

"Wait! That-" Kyoko never got the chance to speak when Sayaka throws the red hair Magical Girl to the wall.

"Sayaka-chan… are you alright?" Madoka asked.

Sayaka looks back at her friend with a bright smile. "Don't worry, Madoka. I'll punish this phony for what she did to your brother." She said.

Suddenly Kyoko emerged from the wall and her face turns red, "I didn't show him, that bastard Satanist was a stink pervert!" Kyoko exclaimed before charging at her.

Their weapons collided with each other as sparks flying around them. Soon Sayaka summoned multiply swords around her before tossing them at Kyoko.

Mami soon approach Allen who shakes his head, "Allen-kun, are you alright?" she asked.

"I am fine… but what happened?" Allen asked, confused.

"Y-you don't remember what happened?" Homura asked.

Allen shakes his head. The last thing he remember was Kyoko collided with him before blacking out completely.

"Huh? Did something happened?" The white hair teen asked, tilted his head to the side.

The two Magical Girls look slight awkward and didn't know how to explain to the white hair Kaname, but they didn't need to explain as they hears clashed of sounds as their attention draw to Sayaka and Kyoko fighting each other.

But Kyoko spins her spear around to create a barrier to shield herself from the flying swords as they are knocked aside from her. She soon charge forward at Sayaka with incredible speed before knocking down the blue haired Magical Girl to the ground easily.

Sayaka let out a small cough as she regain her focus before seeing Kyoko trying to attacked her again. She rolled to the side to dodge the point of the spear and grabbed some soil then throws at her face.

Kyoko was caught surprised and trying to wipe the dirty from her eyes. But Sayaka used this opportunity to kick her in the chest and get back on her feet while Kyoko staggering backward.

Kyoko soon have a furious look on her face as she glare at her. "That is play dirty for someone pretend to be a hero!" Kyoko exclaimed, point accusing at Sayaka.

"I need to use anything to my advantage in battle especially against someone who is more experience than me." Sayaka countered calmly. She normally won't play dirty at first, but Kyoko is someone who she won't forgive for insult her friends.

This causes Kyoko to gritting her teeth immediately and immediately charge at the blue haired sword user. Before anyone could reacted, there are massive sharp icicles smashed in the middle of the floor in front of them.

"Where did they come from?" Allen wondered out loud.

"What the heck!?" Sayaka asked in shocked.

Soon they hear a female sinister chuckle before they turned to see a dark figure watching from above them. A white demonic armor figure with slimmer figure and multiply blue eyes on the helmet while having long paled blue hair reached the back.

"Is that a Witch?" Madoka asked with worried.

_What could it be?_ Homura thought with concerns. Of all the Witches she known, she never encountered a Witch like this.

"No, it can't be one." Mami said.

When Allen stares at the mystery figure, he suddenly saw something dark and ominous behind the figure.

_What in the world!?_ Allen thought with completely shocked. Whoever this figure, it seem to share similar thing when it comes to the Witches themselves.

"**So… this is where you are, Allen Walker…**" The demonic armored figure mused as this cause Allen and Madoka to become shock.

"H-how do you know my name?" Allen wondered out loud.

"**Hehehe… I am what you call an Akuma.**" The demonic armored figure said, causing Allen's eyes wide in shocked.

_Akuma?! Like the ones in my dreams?!_ Allen thought with shocks.

"I don't care who you are, but he is my prey!" Kyoko shout before charging at the demonic figure with her spear.

When she swung her spear against Akuma, the demonic armored figure brought up her arm to block the attack, causing Kyoko to look shocked.

"**Is this all you got?**" Akuma asked.

With a flick of her fingers, she knocked away Kyoko and her spear before she heads for the wall. But Kyoko uses her legs to stop her crash before sprang toward Akuma again.

But Akuma got out what looks like a frozen dagger and tossed at Kyoko, who used her spear to fling it away. When the ice dagger made contact with her weapon, her spear start frozen in ice before spreading toward her arms.

"W-what the hell!?" Kyoko exclaimed with shock.

"**How pathetic…**" Akuma said before kicked her with her left leg and sending her skidding across the ground.

Kyoko rolls on the ground before she revert back to her casual clothes and fall into unconscious.

"No way…" Madoka muttered with disbelief.

"Phony Christian fall that easily…" Sayaka said.

"Everyone, watch her move carefully and wait until my signal." Mami said with serious expression.

Suddenly Akuma turn around and looks at them before charging at them. Mami summoned out her guns to blocked the claw attacks and firing couple of shots at Akuma, but the demonic figure didn't flinch as the bullets doesn't do anything to her before brought out two ice daggers to slash the weapons.

Mami throws them away before she throws ribbon at Akuma to bind her completely and looks at her friends, "Now!" she shout.

Allen turns his sword arm back to gun mode and charging energy before unleashed a powerful shot at Akuma.

Madoka draw her bow back before a magical circle appear in front of her and sending multiple pink arrows.

Sayaka summon more swords before she throws them like daggers.

Homura got out what looks like a high tech bazooka before firing at the demonic armor figure.

Lastly, Mami brought out two large version of her guns and firing them directly at Akuma.

All of the attacks collided with Akuma before causing an explosion. Allen thought he could relax, but he can't help feeling something is _really_ wrong here.

After the smoke vanished, they saw an ice barrier in front of Akuma before it shatter to reveal she was still alive.

"Impossible…" Mami muttered with disbelief.

Akuma let out a chuckle before she vanished into thin air.

"Mami, look out!" Madoka shout.

Mami turns around to see Akuma behind her before punch her hard in the gut and sending her pummeling to the ground.

"Mami!" Allen shout, hurry toward the veteran Magical Girl and caught her in his arms before she fall to the ground.

Mami is knocked out cold before her Magical Uniform reveal back to her original clothes.

"Akemi, Madoka, I got an idea. I will distract her while you two attack at the same time." Sayaka said as both Madoka and Homura got an idea what she planning.

Sayaka got out her blade before swung toward at the demonic woman who brought out her ice dagger. The two attacks collided, causing sparks flying in the air.

Soon Sayaka saw Madoka focused her bow directly at the Akuma's back with a serious expression. Homura, on the other hand, activated her shield's ability to stop time.

Soon time stop around her completely, Homura was planned to set out her bomb around the Akuma and going heading for Akuma…

But it wasn't until Akuma turns her head at her, causing her to look shocked.

"How-?!" Homura muttered with disbelief, causing her to drop her bombs. No one was about to move around when she able to frozen the time unless they made contact with her.

"**There are things you can't understand, little girl.**" Akuma said before heading toward her.

Homura soon got out a rifle and trying to fire at Akuma. But Akuma vanished into thin air in front of her.

Suddenly Homura felt sharp pain and looks down as there are bloody scratch on her body and she collapsed on the ground as time resumed.

"Impossible…" Sayaka said with speechless look.

"Homura-chan!" Madoka shout.

"No…" Allen muttered with shock.

Madoka got out her bow and fired multiples arrows at the demonic armored woman while Sayaka send multiply swords at the same time.

Akuma spotted the attacks before summoned sharps ice like arrows around her and sending them to counter the attack before struck Madoka and Sayaka.

"Get out of there!" Allen screamed.

But the attack came too fast, both Magical Girls to scream in pain before they crashed to the floor immediately and revert back to their original forms.

"You bastard!" Allen shout before the large claw emerged from the ground and trying to grabbed Akuma. But the Akuma leap into the air to avoid being taken down.

"**What a raging temper, Allen Walker…**" Akuma said before summoned an ice shaped sword.

She came down really fast when Allen prepared to fired his gun. However, she was much faster than he expected and slashed him across the chest. This causes Allen to groan in pain before dodging the next swing and turns his arm into sword mode, trying to swing at the demonic armored woman.

"You won't get away with this…" Allen growl with angry. She won't get away for harming his sister and others.

But Akuma sidestepped and land a slash on his right cheek, causing him to grunt. He was about to charge at her again with his blade forward.

But she was faster than he expected as she sliced his sword in half instantly.

In a blink of an eye, she had the tip of her sword pressed against his throat. Allen frozen, cold sweat rolling down his face as seconds passed. Akuma kept her position, her sword pressed against his throat.

"**How can you be so weak, Allen Walker? I was expecting the one who brought down the greatest threat in the world to be this powerless?**" Akuma asked.

"W-what are you talking about? I am just a boy with a cursed…" Allen responded, completely frozen.

"**Interesting… I will let you go for now.**" The Akuma said before her ice sword vanished into thin air and vanished into the dark sky. She vanished completely from Allen's sight.

Allen put his trembling hand against his neck. His heart pounded rapidly in his chest. Akuma made him feel utterly powerless. At any moment she could've sliced right through his neck, but she didn't.

"_How can you be so weak, Allen Walker? I was expecting the one who brought down the greatest threat in the world to be this powerless?"_

"Who was she? And most importantly, who… in the world am I?" Allen asked.

* * *

(Next time…)

"The truth is… Allen is actually my adopted brother." Madoka said.

"Because of him… Madoka have to suffer more." Homura said with a dark expression before taking off her glasses.

"Homura… I won't allow you harm Allen!" Sayaka protested as dark aura surrounding her being, "B-because… I won't let you hurt someone… I loved!"

"No… it can't be… Sayaka becomes-" Mami gasped with disbelief.

"SAYAKA!" Allen screamed with horrified expression.

Ch9: Fade to Black! The Shocking Truth Revealed!

* * *

**AN: That is the end of this chapter, what do you think of it? Level 3 Akuma made her appearance and beaten Allen and the Magical Girl easily. Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


	10. Fade to Black! The Shocking Truth Reveal

**Toa Solaric: Hey there, everyone! I don't own D-Gray Man or Puella Madoka Magica! I am only writing this for fun and not for any kind of profit. So no one get it in their heads to sue me. Welcome back to another chapter, I bet you guys are shocked to see the appearance of a Akuma!**

Innocence: Saint Exorcist of Puella Magica

Ch9: Fade to Black! The Shocking Truth Revealed!

Allen is resting in his bed, but he seems to be tossing and turning in his bed.

"No…" Allen muttered in his sleep.

"_You won't get away with this…" Allen growl with angry. She won't get away for harming his sister and others._

_But Akuma sidestepped and land a slash on his right cheek, causing him to grunt. He was about to charge at her again with his blade forward._

_But she was faster than he expected as she sliced his sword in half instantly._

_In a blink of an eye, she had the tip of her sword pressed against his throat. Allen frozen, cold sweat rolling down his face as seconds passed. Akuma kept her position, her sword pressed against his throat._

"_How can you be so weak, Allen Walker? I was expecting the one who brought down the greatest threat in the world to be this powerless?" Akuma asked._

"AAHHH!" The white hair teen screamed before he sat up, with his hands held onto the blanket tightly. He was breathing heavily as cold sweat ran down his face. That nightmare felt real to his eyes even though he already experience at first hand.

Allen wiped away the cold sweat before holding onto his chest as if he felt the pain.

"It was only just a dream…" Allen muttered to himself.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

(Mitakihara School)

Madoka is currently looking out at the window where it was currently raining right now.

"How are you feeling, Madoka?" Sayaka asked.

"I am fine." Madoka reassured. After being a Magical Girl for couple of years, she is used to tolerate toward pain when it comes to fighting stronger opponent.

"I still can't believe we got our butt hand to us by that demon woman." Sayaka scoffed. "You never seen anything like her before?"

Madoka shakes her head before she and Sayaka notice Homura coming toward them.

"Madoka." Homura said with a calm tone. "There is something I want to ask you about."

"What is it?" Madoka asked.

"Is about Allen. It's about what that woman say about your brother." The black haired girl said, caught the attention of two Magical Girls. "That is something I've been wondering about too." Sayaka said with a confused expression. "And why does it seem like she knows about your brother?"

Madoka looks at both Sayaka and Homura before making up her mind. She know that truth about Allen being her adopted brother should be reveal soon or late.

"Alright. But we can't talk here. We should head to Mami-san's place after school." Madoka said with a serious expression.

They nodded.

* * *

(Mami's apartment)

Mami returns with tray of snacks as the other Magical Girls waiting for her return.

"Madoka, what's this about?" Mami asked curious.

"There is something I never tell anyone outside of the family since it related to Allen-nii." Madoka started before looking at her tea.

"Where is Allen-kun anyway?" Mami asked curious. If this meeting is about Allen, then why Madoka's older brother wasn't presence here.

"I decide it might be best to give him a break after what happened in the fight." Madoka said with a calm expression.

"At school, we were talking about Allen especially how that strange woman known as Akuma knows him. No matter how many times I think about it, it doesn't make any sense since I know Allen and Madoka for a long time." Sayaka said.

"The truth is… Allen-nii is actually my adoptive brother." Madoka said, causing her friends to become shocked.

"W-wait, what!? Allen is adoptive!?" Sayaka exclaimed, nearly choke on her tea.

"A-Allen… is adoptive?" Homura asked, looking bewilder.

"No way… why didn't you told me this before?" Mami asked, feeling a bit angry that her best friend didn't trust her enough.

"Because it something only my family know even since I was the one who find him." Madoka said.

"Find him? When was that?" Sayaka asked.

"Did you remember the night of multiple shooting stars?" Madoka asked. Both Mami and Sayaka nodded, but Homura looks confused.

"What multiple shooting stars?" Homura asked. She didn't recall hearing anything about shooting stars happening before.

"Don't you know about the mystery event happened five or six years ago? There was a case of shooting stars happening for unknown reason." Sayaka said, making Homura blushed.

"I-I didn't know about that." Homura said awkwardly.

"But how does it related to Allen-kun?" Mami asked.

"While I was looking out at the stars, I find him underneath the bridge and he have wounds on his chest." Madoka explains.

"W-wait, he was wounded? How?" Sayaka asked with hint of worry.

"I am not sure either." Madoka admit. "I know he need help and I ran to my parents to get him help. When he wake up, he doesn't remember who he was."

"So Allen-kun have amnesia…" Mami said.

"Yes, the only thing he remember is his name which is Allen. But he often call himself Allen Walker which I think might be his family name." Madoka answered.

"Did you try to find where his family is?" Homura asked, curious.

"We try, but we couldn't find them and my parents decide to adopt Allen into our family. Though Allen was reluctantly back then before opening up to us after Tatsuya was born." Madoka said.

Suddenly Sayaka stop for a moment when she realized something if Allen really isn't Madoka's brother by blood, but was adopted into Kaname family—

_Shit! Then Madoka would have similar chance at being with Allen like me!?_ Sayaka thought shocking to herself. Though she is a little afraid of compete against her best friend to damage their friendship, she is against that Phony Christian Magical Girl for flashing her panties at Allen.

_Flashing her panties at Allen is a low blow…_ Sayaka thought with serious.

"However, things gone a little worse after our little brother Tatsuya was born, Allen starts getting sick and worse that the doctors couldn't find out what's wrong with him… but that he was going to die soon." Madoka continue.

This causes shock for both Sayaka and Homura except Mami who already hear Madoka's account since she was her mentor.

"B-but how is he still alive?" Homura asked.

Suddenly Sayaka's face turn pale. "No way… Madoka, did you-"

"That is how I encounter Kyuubey for the first time." Madoka said, thinking back when she encounter the little white cat.

(Flashback)

_Younger Madoka sat sadly as she watching the pale form of her new brother Allen currently unconscious on the hospital bed._

"_How sad…" a childish male voice said._

_The Younger Madoka looks around the room, but see no one. "Hello?"_

"_Down here." Soon Younger Madoka then looks down to see a white colored cat with strange color eyes she ever seen._

"_A talking cat?" Younger Madoka asked, curious._

"_I am not a cat. My name is Kyuubey." Kyuubey introduced. "Why do you look so sad?"_

"_B-because my brother… Allen-nii is going to die soon…" Younger Madoka said. "It's not fair."_

"_I see… What if I tell you that I can help your brother?" Kyuubey started before climb onto the table._

"_Y-you can save Allen-nii?" Younger Madoka asked._

"_If that what you wish, but in return you will gain power as a Magical Girl." Kyuubey said._

"_A Magical Girl…?"_

(Present)

"I thought about it first… But I made my decision to save Allen-nii even if he or my family didn't know about it." Madoka admits.

"I-If you didn't make that wish, Allen would have die…" Sayaka said. Madoka nodded.

"But no matter what, I will protect my family and those I cared about with this power." Madoka said with a serious expression.

However, not all of them are happy about her wish than a certain Magical Girl with the ability over time itself. She felt something shattering within her right now.

_N-No, this is different from what I remember when Madoka made her wish…_ Homura thought with shock, clenching her knuckle tightly.

* * *

(With Allen)

In the park ground, Allen is currently seen walking together with his little brother today. Today, his father is busy cleaning the house and asks him to take Tatsuya to the park today.

Allen was actually more than happy to play with his adorable little brother since his teacher didn't give him much assignments. This is also a refreshing way to keep in touch with normal life despite being a guy cursed by the Witch.

"So what do you want to do today, Tatsuya?" Allen asked.

Tatsuya looks around before approached the swing set and got onto it. He then looks at his older brother.

"Push me, Onii-chan." Tatsuya said softly.

Allen can't help but smile at his little brother's request. "As you wish, Tatsuya…" The white hair teen said before move Tatsuya's swing a little and start moving it.

Tatsuya let out excitement when his brother pushing him on the swinging set and enjoying looks at the clouds.

Soon enough, the Kaname siblings are sitting on the benches as they're eating ice creams.

"How is it?" Allen asked.

"It's good." Tatsuya said before licking his vanilla ice cream.

Allen was about to eat his ice cream when his teethes only sink into the air itself before he opened his eyes to see that ice cream in his left hand wasn't there anymore.

"Are you look for this, beansprout?" a familiar voice asked. This ends up causing Allen's eyebrow twitching and turns up to see Kyoko with his ice cream in her hand.

"You! Give it back…!" Allen growl.

"Sorry, but I can't help myself at how delicious this ice cream." Kyoko said with a smirk before putting her tongue close to Allen's ice cream.

"Don't you dare eat it?!" Allen growl before Kyoko licked the ice cream.

"Delicious…" Kyoko said with a smirk.

"I told you… **never** eat my ice cream…" Allen growl angrily before charging at her.

Kyoko just sidestep when Allen got close to her and the white hair teen rolling on the ground. She was about to laughed at him before notices her hair isn't in a ponytail anymore.

"You…" Kyoko growl angrily before looking at Allen. "Give it back…."

Allen stands up before showing her headband with a cross on it. "That is for my ice cream, shorty." Allen said. "If you want it back, then you better paid for that ice cream."

Kyoko's face turns red before gritting her teeths at him. "You are **so** dead, Satanist Beansprout!" The red hair girl exclaimed as she run after him.

Allen soon starts running around the park with Kyoko chasing him from behind. Whenever Kyoko almost got him corner, Allen somehow able to evade her and keep moving ahead of her.

Tatsuya doesn't know what is going on between his brother and this girl, but he think it something amusement that they puts up for him to enjoy his ice cream.

* * *

Homura was currently sitting on her hospital bed as she was thinking about what Madoka revealed to her and others about Allen. She always thought that with Madoka's older brother, she could change the terrible fate.

But it the terrible mistake she even consider.

Allen wasn't _even_ part of Madoka's life to begin with as if he exist out of thin air and before glued his life with Madoka. And he made Madoka's fate even worse without knowing the consequences of his existence cost her well-being.

Like what happened before in the past.

_Homura can't help but feeling helpless when she saw her best friend Madoka struggling with something after darkness overtake her Soul Gem before something over take her._

"_MADOKA!" Homura screamed._

Homura soon got up from her bed before approach the large mirror as she stares back at her own reflection right now.

"Because of him… Madoka have to suffer more." Homura said with a dark expression before taking off her glasses. "You will paid for this… Allen Walker."

Even if it means to hurt Madoka, Homura will take down Allen.

* * *

(Next day)

Allen let out a yawn after coming out of school.

"Man, that test was intense…" Allen comment to no one.

He was thinking about to get something to eat on his way back home, when he suddenly stop to see someone stares at him nearby.

It was a girl with long black hair with black headband in a black dress and shoes. What caught his attention is her violet color eyes stare at him. Allen could swear that he seen those eyes somewhere before.

Allen soon approaches the black hair girl.

"Excuse me, but I don't think that I see you around before." Allen said.

"Hello, Allen." The black hair girl greeted calmly.

"D-Do I know you?" Allen asked confused.

"I am surprised that you don't recognized me without these on." The girl said, taking out a pair of familiar glasses.

"H-Homura? Whoa… I didn't recognized you there. You look a completely person without your glasses and hair down." Allen said in awe.

This made Homura smile. "Anyway, there is something I wished to talk with you alone." She said.

"What is it?" Allen asked.

Homura soon come close to him before whisper something into his ear as the white hair teen's eyes wide. When Homura speak close to his ear, Allen can't help feel shudder to her breath being close to him.

"I will see you then." Homura said before she left immediately.

_Is that really the same Homura…?_ Allen thought to himself. Even if he is confused about Homura's change in appearance, he can't help feeling something is off.

He then got out his cellphone from his pocket.

* * *

Allen soon arrives at the location where Homura wants to meet him which happened to be a back alley.

_She says to meet here, but where is she?_ Allen thought with curious expression.

"I see you came, Allen." Allen turns around and saw Homura in her Magical Girl outfit walk toward him with calm expression on her face.

"Homura…" Allen said. "Is it true that you know about the origin of Witches came from?"

"I do." Homura answered. "You know that Magical Girls need to recharge their Soul Gems through Grief Seeds from Witches... correct?"

Allen nodded.

"I will tell you this, Witches are former Magical Girls." Homura said with dark expression.

Instantly, Allen's eyes grew wide in shock and his face turns paled.

"No way…" Allen said. "You can't be serious…"

"The Grief Seed is form after Magical Girl's Soul Gem completely overtaken by darkness." Homura said with a serious expression. "Did you ever wonder what happened if Madoka's Soul Gem got out?"

The thought of Madoka transforming into a Witch scared Allen.

"B-But what about Kyuubey? Why didn't he—"

"Both the Witches and Magical Girls are part of Kyuubey's grand scheme…" Homura said, causing Allen to become shocked.

"No… This can't be…" Allen said, still disbelief. Then Madoka's wish for him to be alive, will cause—

"Because of Madoka made her wish to save you, you puts her life in danger of becoming a Witch." Homura said before her face turns enraged. "Because of you being so carefree and ignorant… Madoka is about to suffered the worse fate!" She added before pulling out a switch and pressed the button.

Suddenly the building behind Allen soon exploded as Homura jumps far from where Allen standing as she watched the white haired teen being crushed by the building.

"It's over for you…" Homura said.

Before Homura could leave, she hears movement among the bricks as a large white claw hand emerged to scope away the pieces of the building and a certain white hair teen emerged.

"Man… that was close," Allen said with a sighed.

"How can you still be alive!?" Homura growl angrily. It hard to believe that this boy survived from being crushed by a three store building on his head.

"Homura… who exactly are you? And how do you even know this?" Allen asked.

"You don't need to know!" Homura shout with angry before taking out a rifle and starts firing at him.

Allen soon start moving as he starts dodging the bullets.

"How could you take advantage of Madoka's kindness, you monster!?" Homura shout before taking out a missile launcher and start firing at him.

Allen turns around and morphed his arm into gun mode before destroying the missiles at him.

"Homura, you don't understand— The reason I fought because I want to protect Madoka!" Allen protested, but doesn't fazed Homura's growing angry and jealous.

"I refused to believe that nonsense! Madoka shouldn't even save you in the first place!" Homura exclaimed before taking dual guns before firing at him. She is both jealous and angry toward Allen for him being close to Madoka than her in this timeline and angry for making Madoka suffered at the same time.

Suddenly Sayaka coming in when she hear a loud explosion and saw Homura firing her guns at Allen who trying to protected himself from the bullets.

"Sayaka-chan…" Allen said.

"Akemi! What is the meaning of this!?" Sayaka demands. "Why are you trying to harm Allen!?"

"He is a danger to Madoka's life! That is why he must be taken out!" Homura exclaimed angrily and cold.

"I refused to believe that!" Sayaka said before changes into her Magical Girl outfit and charging at the black haired magical girl.

But Homura knew this was coming as she dodge the blade aiming for her several times before leaping backward.

"I was this close… But why the hell are you trying to get in my way!?" Homura demands. "He isn't related to Madoka at all!"

"Homura… I won't allow you harm Allen!" Sayaka protested as dark aura surrounding her being, "B-because… I won't let you hurt someone… I loved!"

"Sayaka-chan…" Allen looks disbelief at his friend.

"Shut up! Shut up! Shut up!" Homura shout before pulling the trigger at Sayaka and a loud shatter sound could be hear.

Allen couldn't help stare horrified as Sayaka collapsed on the ground after her Soul Gem being shatter completely.

"SAYAKA!" Allen screamed in terror as he runs toward his fallen friend.

Homura's eyes couldn't help wide in shock at what she just done. Out of angry, she just killed Sayaka Miki by shooting her Soul Gem.

"Homura… How could you…" a familiar voice said causing her to turns and Homura looks horrified to see Madoka, Mami, and Kyoko.

They all came here because they hear what looks like an explosion sound and couldn't believe what they just find right now.

"What the hell…" Kyoko said with disbelief.

"Akemi, why did you do it?" Mami questioned.

"Sayaka, please wake up!" Allen cried for his friend to wake up. But no matter how many time he shake her, Sayaka wasn't response at all and her skin become colder. '_Please don't tell me that…_'

Madoka soon approaches Homura with an angry expression before slapping her in the face then went toward Allen's side.

_Why does she cared about him more than me?_ Homura thought with shocked.

* * *

Unknown to Allen and others, their action being watched by the mystery man on what looks like a big screen.

"This is definitely unexpected twist…" The man said. "But this won't do any good at all."

"**What should we do now, Noah-sama?**" Akuma asked, curious.

The man soon got up from his couch and approaches a white piano. The mystery man soon sat down before placing his fingers on the notes.

"I hope you can become stronger, my dear nephew…" The man said before he start playing the piano. Soon the piano starts to give a faint glow as the mystery man continued playing his music.

* * *

(Back with Allen)

"Allen-nii… I'm so sorry." Madoka said, placing her hand on Allen's shoulder while the white haired teen is still crying. _I wished that I came here earlier…_

Suddenly Madoka hear a strange sound and turned as she saw pieces of Sayaka's Soul Gem glowing in mid-air.

Sayaka's blue Soul Gem soon turns black before changed into a familiar shaped that everyone in the area recognized.

"Is that a Grief Seed!?" Mami asked, looking shocked.

"This can't be…" Homura said. She doesn't remember this even happening before.

Allen suddenly felt Sayaka's body start moving and looks at her.

"Sayaka-chan…?" Allen asked before she opened her eyes.

"Allen…" Sayaka said weakly.

Suddenly the Grief Seed fly before forcing into her body, causing Sayaka to screaming in pain before her body being consumed by darkness which pushed both Allen and Madoka away from her. Soon the darkness enlarge itself before taking form a new shape as a demonic armored mermaid.

This is the Witch Oktavia von Seckendorff.

"No… it can't be… Sayaka becomes-" Mami gasped with disbelief.

"A Witch…" Kyoko finished her sentence.

"This isn't supposed to be possible…" Madoka said, shocked. "How could this be happening?"

Oktavia let out a roar in the air as their surrounding began to change rapidly and start resembled what looks like a circus tent.

"Shit… This is her nest." Kyoko cursed, gritting her teeth. "But why did this happened?"

"Sayaka-chan… is that really you?" Madoka asked to the Witch who supposed to be her friend and approached the Witch.

"Wait, what are you doing?" Kyoko asked.

"It's me, Madoka… your best friend." Madoka said.

Oktavia didn't say anything, but raised her sword up into the air before meteors coming down and trying to attack her. But Kyoko got in front of Madoka and spins her spear to deflect the attacks.

"Damn… why the hell you didn't protect yourself!?" Kyoko exclaimed at the pinked hair Magical Girl.

Suddenly Oktavia swing her sword downward to create a powerful energy wave toward them. Allen and the girls barely got out of the way.

"Sayaka, please snapped out of it!" Allen pleaded.

Suddenly Oktavia let out a load cry in the air before summoned demonic sea creatures toward them. Mami soon summoned her weapons and start shooting down the Familiars immediately.

"Allen-kun and Madoka! I need you two try to find a way to snap Sayaka out of it." Mami said.

"As much I don't like what going on, I will work with you this time." Kyoko said before charging forward and slashing the Familiars with her weapon.

"Let's go, Madoka-chan." Allen said. Madoka nodded.

The two siblings head forward to the Witch Oktavia while Mami and Kyoko are dealing against the Familiars right now.

"_Please someone help me…_" A familiar voice said, caught Allen's attention.

Allen looks up at the top of Oktavia's head to see the fainted form of Sayaka. "Sayaka-chan…"

"Did you see her ghost?" Madoka asked. Allen nodded.

"She is in pain…" Allen said. _But how do we save her…?_

Oktavia raised her blade when the siblings coming toward her and bring down at them, but both Allen and Madoka jump out of the way as the attack created a crater underneath them.

"Sayaka, please! Snapped out of it! It's me, Allen and Madoka-chan!" Allen shout. But the Witch ignored him as she continued her attack on them.

"Remember, who you are!" Madoka said. "We are your friends!"

Oktavia soon summoned meteorites above her and sending them at the Kaname Siblings. But Madoka soon raise her bow and fire multiple pink arrows at the meteorites.

* * *

(With Mami and Kyoko)

Both Kyoko and Mami are current deal with the demonic aquatic creatures as they keep emerging out of thin air.

"Take this…!" Kyoko shout before impaled the Familiar multiple times before it exploded.

"How could something like this happened…?" Mami said with slight angry look. "Why didn't Kyuubey told me this? Don't tell me-"

Before Mami could finished her words, Kyoko sliced the Familiar trying to killed her and snapped her out of her thought.

"Don't get distracted in battle, Sempai." Kyoko growl.

"I-I am sorry, Sakura-san…" Mami apologized.

"Don't get the wrong idea, Sempai." Kyoko said, looking away. "But whatever Kyuubey's reason of not telling us, he _will_ paid for this."

* * *

The Witch try to swing her sword at Madoka, but Allen got in the way and uses his sword arm to block the attack.

Oktavia soon leap a few feet away from Allen. Allen hold his sword arm which start showing some cracks in place.

"Allen-nii, are you alright?" Madoka asked.

"I'm fine…" Allen said.

"_This is quite an unexpected result here… to think Sayaka becomes a Witch this soon._" Both siblings turn around and see Kyuubey watching nearby.

"Kyuubey, why didn't you told us about this!?" Madoka demand, angrily at what happening to her best friend.

"_Because you never ask any of this. So did every Magical Girls who made contract with me._" Kyuubey said. "_It's hopeless for Sayaka Miki from going back to being a human._"

"You…" Madoka growl before pulling her bow and aimed at Kyuubey.

But before she could aimed at him, Allen grabbed Madoka out of the way when Oktavia unleashed another energy slash which caught Kyuubey in the process.

"Allen-nii…" Madoka said.

"Don't let what Kyuubey's words get to you… Madoka-chan, you will end up doing what he wanted." Allen said.

"I know… but we have to do something… we have to saved Sayaka-chan somehow." Madoka said.

"But how…? What if we couldn't save her?" Allen asked with worried. If they couldn't save Sayaka, then they have no choice—

"Allen-nii, watch out!" Madoka shout before pushing her brother out of the way from Oktavia's meteor attack.

"Madoka-chan!" Allen shout with worried before hurry toward his little sister. Madoka soon collapsed on the ground before reversal back to her normal outfit.

"Madoka-chan… I should have watch where I was going…" Allen said.

"It's alright, Allen-nii. After all, I want to protect the person who dears to me. P-Please save…Sayaka-chan…" Madoka said before she passed out unconscious.

_Why does she put her fate in him?_ Homura thought.

"Don't worry, Allen-kun. I will look after her." Mami reassured, starting to apply healing magic on his sister.

The Witch was about to attack them, but Kyoko jumps in before enlarge her spear and forces the Witch back from them.

"_Because of Madoka made her wish to save you, you puts her life in danger of becoming a Witch." Homura said._

After everything he did, he couldn't even protect his own little sister? What if Homura is right that Madoka shouldn't even save him in the first place?

"This is my fault…" Allen said, looking guilty. "Madoka-chan shouldn't save me in the first place! Because of me, she is got hurt again! I should—"

Suddenly Allen stop immediately before he got struck by visions he never seen before. These visions have people who he never seen but he can't help feeling that he knows them somehow. A dying man transforming into a demon. A cursed man with fangs being hated by the village. People on a ship soon vanished because of virus overtaken them. Suffering of countless people he had seen by monsters like the ones he seen in his dreams. _Please… no more… no more of these death and suffering…_ Allen thought, struggling holding his head.

"No more…" Allen pleaded quietly. "No more…"

"Allen-kun, are you alright?" Mami asked, worried. But her words couldn't reach him as Allen screaming in pain.

(**Play Persona 4 -Reincarnation- I'll Face Myself OST**)

The visions of these people suffering and dying continued thrashing in his head. Suddenly the cross on his left arm began to start glowing and Allen soon have one thought in his mind.

_Even if I could not save those people… at the very least I _**will**_ save this one! _Allen thought with a serious expression before getting up.

"Damn, so it hopeless for her to change back…" Kyoko muttered, struggling with her injuries.

Kyoko suddenly turns around and seeing Allen getting himself back up before approaching Octavia.

"Beansprout?"

Allen was thinking back to the time he spend with the Kaname family and his friends.

"I refused to let you go… Sayaka-chan. Even if you become a Witch, I won't allow that to separate the bond we shared!" Oktavia was about to swing her sword at Allen, when the white haired teen began to glow with bright light and forcing the Witch to move back from him.

Madoka suddenly stirring up and saw the bright light. "Allen-nii…"

"Bring forth salvation for both people and demon…" a familiar voice said as the light faded away and a hand raise in the air.

Stand in front of them was a figure donned in white cloak and a hood resembled a jester including a metal mask. The figure take off his hooded to revealed Allen, but this time his appearance is different. His white hair turns from flat to spiky rear and his left eye where the red scar have a what looks like a scanner.

"W-What in the world happened to you, beansprout?" Kyoko whispered to herself.

"No matter what… I'll save you, Sayaka…" Allen said before revealed his left arm which have changed as well. His left hand had become slender and black, clad in armor and razor sharp claws.

"His arm changed completely…" Mami said in awe.

Oktavia let out a growl before charging at him with her sword as this made Allen's eyes narrow. Suddenly the threats of his cloak allow him to leap into the air and avoid the attack before hanging upside down behind the Witch.

Before Oktavia reacted, Allen commanded his new cloak to bind the Witch to prevent her from being able to move as he charge forward and leap into the air. Allen leap into the air and use his newfound metal claw before deliver a downward slash on Oktavia as the Witch stop moving and a bright light occur. The light soon causes Oktavia to be slice in half and revealed an unconscious Sayaka who lie motionless in the air before caught in Allen's arms.

(**Ost end**)

* * *

Everyone looks shocked to see Oktavia being destroyed before spotted Allen in his Crown Clown carried Sayaka bridal style and land gentle on the ground.

The Witch barrier created by Oktavia soon shattered completely after Allen destroyed the Witch and save Sayaka in the process.

"Sayaka-chan…" Madoka said with relief.

"He saved Sayaka..." Homura utter in shock. "But how?"

Meanwhile Kyuubey was hiding nearby as he watching the event. "_How is this possible...? No one should able to break our system…? But somehow he did…_" Kyuubey questioned.

Sayaka suddenly stir up and opens her eyes to see herself in Allen's arms. She definitely could swear that she could be dreaming right now!

"Allen...? Is that really you?" The blue hair girl asked, liking his new haired style and outfit.

"Welcome back, Sayaka-chan." Allen said with a smile.

Allen then noticed Sayaka starts crying right now. "H-How could you saved someone like me? I was a monster... Y-You should have killed me." Sayaka starts crying.

Allen looks at Sayaka before he did something unexpected: He kissed her on the lips.

Sayaka looks shocked and blushed since Allen is giving him her first kiss before released her. She have always dream of being Allen's first kiss.

"Sayaka-chan... I don't care about what happened or if you aren't a monster. If you were, then how can you cried? It shows that you're still human." Allen said with warm smile.

"Sayaka-chan…!" Sayaka turns around and look at her best friend who being supported by Mami as the two approaches her.

"Madoka… I'm so sorry for hurting you." Sayaka said with sorrow. "I was really a bad—"

But her voice was caught off complete when Mami and Madoka hugged her.

"It's alright… Sayaka-chan, everything will be alright now." Madoka said.

* * *

(Elsewhere in the city)

Hitomi was walking alone in the city as she have a down expression on her face. She was thinking about a certain white hair teen who happened to be her friend's sister. Lately, she seem to notices Allen being hanging out more with his sister, Sayaka, Mami Tomoe, and Homura Akemi.

Hitomi wasn't sure why, but seeing them together make her depressing than usually.

_I wish Allen would spend some time with me…_ Hitomi thought.

Unknown to her, she is being watched by a certain white cat emerging from the bushes.

"_She looks like she have potential…_" Kyuubey said.

**To be continued…**

* * *

**AN: That is the end of this chapter. So what did you think of the return of Allen's Crowned Clown? It looks like Kyuubey have a new target in mind. Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


	11. Tragedy that ended in Hope

**AN: I don't own D-Gray Man and Madoka Puella Magica, they belong to their respective owners. Welcome back to another chapter of Innocence: Saint Exorcist of Puella Magica! I hope you guys like what happened last time when Allen regains another part of his power… the Crown Clown!**

Innocence: Saint Exorcist of Puella Magica

Ch10: Tragedy that ended in Hope

Allen stood there in his new form as he is ready to rescuing his friend from being a Witch.

"Bring forth salvation for both people and demon…" Allen said with serious tone.

Oktavia let out a growl before charging at him with her sword as this made Allen's eyes narrow. Suddenly the threats of his cloak allow him to leap into the air and avoid the attack before hanging upside down behind the Witch.

Before Oktavia reacted, Allen commanded his new cloak to bind the Witch to prevent her from being able to move as he charge forward and leap into the air. Allen leap into the air and use his newfound metal claw before deliver a downward slash on Oktavia as the Witch stop moving and a bright light occur. The light soon causes Oktavia to be slice in half and revealed an unconscious Sayaka who lie motionless in the air before caught in Allen's arms.

"Allen, is that really you…?" Sayaka asked, starting to awaken.

"Welcome back, Sayaka." Allen said softly.

Sayaka looks surprised being hugged by both Mami and Madoka.

* * *

(**Play D-Gray Man: Innocence Sorrow**)

Allen was shown on the screen before he activates his Innocence and the screen turns into a bright light.

**Feel the blood from the wounds that suffocate me. Feel it flow from the thoughts, this pain in the dark**

We saw Allen and Madoka; Homura and Mami; Kyouko and Sayaka.

**Feel it flow from the thoughts, this pain in the dark. All the things that I know connect in my mind. They dissolve memories I leave behind**

Madoka saw the Soul Gem and picked it up. Allen turns around. He saw shadow forms of several Magical Girls around him.

**When I can't awaken and my dream's a nightmare, this is how I feel whenever you are not there.**

Homura sits alone on a giant clock and starts to cry. Allen takes a look at his deformed hand with confused look. Madoka grip her bow with a sad look. Sayaka practicing with her swords. Mami looks at the sky with her Muskets in hand.

**Don't cry, if I embrace you I will try to stop the trembling, just hold me, you'll never break again, no**

It wasn't until the sky become very dark and looming with Witches in the sky. Among the enemies were Kyuubey and a shadow figure whose identity can't be seeing by the crowd. Allen activates his Innocence and the girls transforming into their Magical Girl states.

**Just show me that you're gonna take my hand**

Kyouko soon transform into her magical girl form and brought her spear. She starts to slices down several Witches. Kyouko glances back at the abandoned Church behind her.

**I'm reaching out for you...**

Allen sits alone exhausted and with tears rolls down his face. He saw Madoka and other girls in front of him. Madoka offering her hand to help him up.

**I know, that what I'm searching for is you, you are the miracle, unfading you make me strong again, whoa**

Allen fights through a mob of Witches and he causes each of them to explode with a cross symbol on their bodies.

**Don't go, give me your stronger hands to hold, **

Then there is a contest between Allen and Kyouko to see who eat the most food. The girls were amazing at the sight.

**I need you forever ever and never end...**

Allen's Innocence and the Soul Gems were glowing together.

**Wish you were not so far away**

The scene finished with Allen and the girls were sitting together in the park and having a picnic.

* * *

(Mami's apartment)

Allen and the Magical Girls head back to Mami's apartment to check their injury and prevent drawing unwanted attention from the authorized. Despite getting few scratch, Allen had healed. It might be due to his power grown.

"Allen-nii, your arm looks completely different now." Madoka said, looking at his black arm that doesn't look deformed anymore.

"Well, it looks better now." Allen said. Though he still need illusion being cast on it because it would be really awkward of explaining things to his parents.

"Though your hair style is back to normal." Kyoko added, stares at the white hair teen. "Is it because you turned off your power?"

"I am not really sure." Allen shrugged.

Mami is currently checking on Sayaka. Even since Allen saves Sayaka, Mami wants to check if anything is wrong with her. It wasn't until her research stop and her own eyes turned wide in shock immediately.

"No way. This is impossible… Sayaka-san is completely human now." Mami said, stepping backward from Sayaka herself.

"S-So she is back as human now…" Kyoko said, disbelief expression. She never thought it was possible for someone turning back to human. But Allen did something, no one could consider possible, when he saves Sayaka from being turned into a Witch.

"I thought so after noticed my Soul Gem isn't around anymore …But I'm okay with it." Sayaka said with slight sadness.

"Because I'm afraid of turning into that _thing _again and hurt anyone else." Sayaka answered. Also not being about to control her own actions.

"Sayaka-chan, it's not your fault for what happens." Allen said, placing his hand on her shoulder to conform her.

"We will be here for you." Madoka said.

"So what are you going to do about her?" Kyoko asked, pointed to the other guest in the apartment. Everyone looks at Homura who sitting by herself while others attending to their injuries. They weren't even aware that Homura followed them back into Mami's apartment.

"What are you doing here, Akemi?" Mami asked quietly with hint of angry. This causes Homura to shudder under the intimated look.

But Homura looks at Madoka who have a frowned on her face. "Madoka, I-I'm really sorry for what happened and I don't know how to take it back…!" Homura bowed apologized.

"Why should we trust you? Because I know you're the one who caused a three store building to fall and you trying to bury Allen in there." Sayaka said. Not to mention that she try to kill her out of rage by shooting her Soul Gem.

"Just leave us alone, Homura." Madoka said.

"But—"

"Just leave!" Madoka said, more angrily than before.

Homura have a sad expression on her face before turning and vanished out of thin air already.

"So you aren't going to kill her, huh?" Kyoko asked.

"She isn't worth it." Madoka stated, looking away from the place Homura vanished. She would forgive Homura, but she can't since she is too upset right now.

"I've never seen Madoka this angry." Mami remarked.

Allen sighed. '_As expect of my little sister, you're going to forgive her later._' He knowing well that Madoka isn't the type of holding grudge against people for too long.

_How Homura does knew about Magical Girls becoming Witches and what exactly is Kyuubey's scheme?_ Allen thought.

Suddenly everyone in the room hears a loud rumbling sound and Allen's face turns red.

"Seriously, you get hungry… after that fight?" Sayaka asked.

"Well, I can't help it." Allen said, rubbing the back of his hair.

"Alright… I still have some cakes in the fridge and I will get them. This is consider a celebration." Mami said with a smile, heading out to the kitchen.

It wasn't long until the veteran Magical Girl brought cakes for them as the friends start eating them to celebrating.

Most of the cakes been eaten by both Allen and Kyoko.

But it wasn't until there is one slice of cake left on the table. Both Allen and Kyoko try to reach for it with their forks before they noticed each other.

Both Allen and Kyoko glare at each other intensely as the two have fiery aura around them. Like wolves fighting over a single prey.

"The last piece should go to me, Beansprout." Kyoko growl, menacing tone.

"No way. Last I recall, you ate more than I did, Kyoko." Allen growl in equally menacing tone like Kyoko used.

"Now, now. You two better behave… After all, no fighting in my apartment." a familiar voice said with chilling tone.

Allen and Kyoko turn around to see Mami smiling at them with ominous aura. But there is something abnormal about Mami's expression. Her eyes twitched, lips formed a half-homicidal, half-dark what supposed-to-be-a-smile. Something about the way she looks at them sending chills down their spine.

"You two better shared the last piece together or else~!" Mami said with the ominous aura.

"Yes…"Allen and Kyoko said in same nervous tone while hugging each other. "W-we will get along!"

"Madoka, remind me of not pissing her off in her apartment." Sayaka whispered, drinking her tea.

"Same here." Madoka said quiet in agree before drinking her tea.

* * *

Homura sitting near the pond and remain quiet. What had just happened to her had certainly took its toll on her by deeply scarring her heart and letting fast flows of tears run down her face like they were never-ending river streams.

_I shouldn't never done it in the first place…_Homura thought to herself.

She thought after Sayaka was saved by Allen, Madoka would calm down and forgive her like she usually does. Wanting a second chance. But it went down into the drains. It turns out to be opposite when she learns Madoka is still angry at her for what happened. For crossing a line, Homura should never crossed with her in the first place. She try to kill her beloved brother and her best friend right in front of her.

Homura Akemi _fucking_ burned the bridge of friendship with the person she cared about and treasured the most.

_I never should make that selfish assumption in the first place!_ Homura thought frustrated with herself for letting her own personal feeling get better of her.

She peered at the water of the pond and saw her reflection.

Except it wasn't the reflection of Homura Akemi.

It was the reflection of a devil with jealous expression. A horrible friend who backstabbed others. Her tears slid off her face and splashed on the water, creating small ripples in the water. When the ripples cleared, an innocent girl was reflected upon in the water.

Being reminded that she was human certainly bring back memories, both good and bad.

Bad times, she lost her own parents when she was young and have to live in the hospital because she was diagnosed.

Good times when she befriend Madoka who becomes her friend when she come to school and someone who saved her life.

Then the image on the pond changes to her being a Magical Girl. She becomes a Magical Girl to change the fate of her friend and their world. Though she admit that she forget when she time travel, the bond between her friends didn't form strong. Then thing turns downhill when Madoka turns into a Witch right in front of her and trying to change the past again.

This time she ends up meeting a person she never known before. Allen, someone else who happened to be close to Madoka's heart. Though this is the first time, a boy getting involved with the Magical Girls' affair. She didn't think anything went wrong before learning Allen was adopted and the reason Madoka become a Magical Girl in the first place. The reason why her jealously over their bond suddenly take over her mind and puts the blame on Allen.

But now, Allen becomes important than before when he saves the life of Sayaka from being a Witch and turning her back into human. Something Homura longing for the way to saved her friend. But now she broke the trust with her friends and no doubt that they won't listen to her anymore.

She replays the scene of Allen saving Sayaka over and over in her mind.

There is only one option left for her now. To go somewhere and train. Train to keep up with everyone. Train from the eyes of other. Train until she thought she can be worthy of can come back to Madoka and others again to asking for their forgiveness. Asking Madoka for a second chance in friends and apology to Allen for her wrongdoing.

Homura soon got herself up before wiping away the last of her tears.

_I'm sorry that I was selfish and reckless, everyone. I don't deserved the chance to be human again until I face up with my crime. I won't hold anyone back again…_ Homura thought before she twist the switch on her shield and vanished.

* * *

After eating some cakes at Mami's apartment, Allen is currently lying on his bed at home and looking at his left hand.

"_Bring forth salvation for both people and demon…"_

Allen can't help thinking back to the fight against Sayaka's Witch when he unlocked the ability: Crown Clown. Something about those visions of people he never seen before suffering in front of him. He can't recalls not hearing any sort of events happen when he checked on his computer. But he can't help feeling like he know those people.

Then the white hair teen thought about those Witches as he starts to understanding that those ghost girls he usually seeing, they are those remains of the former Magical Girls. When he was about to save Sayaka from her Witch self, he struck with another question. Could he turned them back to normal as well? The Magical Girls who been Witches for who knows how long…

Suddenly he hears a knocking sound on his door and looks up to see Madoka in her pajama and brought her own pillow, standing in front of his room.

"Hey Madoka-chan," Allen asked. "Did you need something?"

Madoka soon come close to her brother and looks at him. "Allen-nii, is it alright if I can sleep with you for tonight?" Madoka requested, making Allen looks surprised.

To be honest, they haven't sleeping together when they were little and that happened during a thunderstorm. But after Allen's life being endanger along with her best friend, Madoka felt that she should stay closer to her brother.

"Oh, if you want to. Go right ahead." Allen answered before move to the right a little on his bed.

Soon Madoka crawl on the left side of his bed before placing a pillow next to his and start laying down. She soon made herself comfortable before looking at older brother.

"Hey Madoka-chan, did you ever regret become a Magical Girl?" Allen asked quietly.

This made Madoka stares at Allen. "Allen-nii, there are time I wonder if I did the right thing when I become a Magical Girl. Seeing things that could scared people like those horror movies."

This causes Allen to have regret look on his face. It was because of him, Madoka have to grow up really fast on her own. "Madoka-chan, I want to say that I'm sorry. Sorry that you have to go through it. Sorry that you have a worthless brother like me." Allen apologized with regretful look at Madoka.

"But I don't cared about it. Because you've always been there to protecting me, even when we were little kids. That is why I've always believe in you, Allen-nii… because you're my hero." Madoka said. "I don't know what you were like in the past. But I know that you must be the kindest person even being hurt."

This causes Allen to have tears. He soon wrapped his arms around his little sister and hugged her. "Thanks you, Madoka-chan."

"Anyway, we should get some rest soon. Good night, Allen-nii." Madoka said softly before turning off the light.

"Night, Madoka-chan." Allen said. Soon the two siblings start sleeping quietly while being close to another.

* * *

Sayaka find herself in a place she never seen before. The last thing she remember is coming home from Mami's place and fall asleep on her bed. She is currently standing in what looks like someone's backyard with a large pond and it already night time.

"Where in the world am I?" Sayaka wondering her thought out loud as she looking around the strange unique scenery. "What is this place?"

Sayaka then looks at the pond as she saw glowing flowers emerging from the water.

"Wow. Lotus…" Sayaka said, getting close to the edge of the pond. She and Madoka once read book about them before.

"So you've came like she says, Sayaka Miki…" an older male voice said, causing Sayaka to turns around and see a figure coming toward her.

In front of her, there was a stoic young man around the age of nineteenth with long black hair and dark color eyes in dark clothes. Sayaka isn't sure if he is a friend or enemy. But she secretly admit that he looks a little 'girly' with that long ponytail, but didn't say it out loud.

"W-who are you? And how do you know my name?" Sayaka asked.

"My name Kanda Yu. As for how I know you, I've been told you made a pact with that monster known as Kyuubey to gain power to be a Puella Magica." The older teen said, causing Sayaka have a down look.

"I know… I'm still come term with what happens even when I didn't know about it. I couldn't control what happened when the Witch took over my own body. Even though it might be the worst mistake I've made, but I did because I want to protect Allen who been there for me." Sayaka said, remembering how Allen saved her from that dog.

"Though you lost your power as a Puella Magica, you've gain a new power in place." Kanda said.

"What?" Sayaka looks surprised.

"I don't think you are the type of person will just give up easily like the one who saved you. This time, you don't have to worry about becoming a demon again." Kanda said stoic.

"But why me? Why am I the one who gain power again?" Sayaka asked. What make her special after nearly become a monster?

"Because I want you to protect Beansprout in my stead with the power I entrust you." Kanda answered, make Sayaka's eyes wide.

"B-beansprout? D-Don't tell me you know…" Sayaka stop when she notices the surrounding began to blur before noticed Yu smiled.

"Give Allen my thanks... and Alma also says thanks to him." Kanda said before disappearing in front of her.

**To be continued….**

* * *

**AN: That is the end of this chapter, even though the chapter is quite short than the last one. What did you guys think of Madoka handles Homura here? I bet you're surprised by the reappearance of Kanda Yu and him contact Sayaka in her dream. Just because Sayaka is human now, doesn't mean she will be out of the action.**

**As for Allen's power, he can returns the Magical girls back to human after destroying their Witch counterpart like what he did with Sayaka. But he can't return those who already been killed in the past by purifying the Grief Seeds since it will make Allen look OP.**

**Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


	12. The Rude Awakening

**AN: I don't own D-Gray Man and Madoka Puella Magica, they are belong to their respective owners, I only writing this for fun. Welcome back to another chapter of Innocence: Saint Exorcist of Puella Magica! I hope you guys are enjoying the story so far.**

Innocence: Saint Exorcist of Puella Magica

Ch11: The Rude Awakening

Allen soon stirring as his gray eyes open slowly opens up. He soon noticed that his pink hair sister is sleeping next to him with contented look on her face.

He remember last night that Madoka asks to let her sleeping with him as a smile form on his face. Madoka didn't regret about stop believing him as this touch the white haired boy's heart.

Allen try to get his little sister remove her grip on her, but surprisingly that her grip is like iron. This to show how clingy Madoka was in her sleep. But Allen manages to move slowly from Madoka's grips and kissed her on the forehead.

The gentle pressure made Madoka shift and crack her eyes open.

"Morning, Allen-nii." Madoka said quietly, rubbing her head against his chest.

"Morning, Madoka-chan. I hope you have good sleep." Allen returned softly.

"Morning." a familiar voice said as both Allen and Madoka turn around to see Tatsuya looking confused at them.

"Oh, morning Tatsuya." Madoka greeted, smiling.

"Hey little bro." Allen said. "I will get dress soon before we wake up Kaa-san."

Before the two could get off the bed, Tatsuya brought up something that caught their attention.

"Onii-chan, I saw weird things happened in your bed with Onee-chan." Tatsuya said, caught the attention of both siblings as they stare at their little brother.

"What do you meaning…?" Allen asked, confused. Even Madoka is confused at what Tatsuya is saying, because she doesn't remember anything happen in their sleep.

"Onee-chan was hugging you... and then she licked your lips Onii-chan! And even started to rub herself against you... and even tried to touch your dick... Onee-chan really moves when sleep," Tatsuya said in total innocence not understanding the trouble from what he saw.

Meanwhile Allen was with his mouth so open that it looked like he could break his jaw and his face really pale.

_Oh man, Kaa-san is going to be pissed off if she learn about what happened…_ The white hair teen thought, knowing from past experiences.

But Madoka's face was so red that it seemed like she could pass out at any second. She know that her little brother couldn't be lying to them and feeling more embarrassed than before.

"D-Did… I do that?"

"Why is Nee-chan's face red?" Tatsuya asked, looking confused and innocent at the same time.

"I will tell you when you are older, Tatsuya." Allen said, calm. He need to make sure Tatsuya won't spilled the beans about what just happened.

* * *

(**Play Light of Hope by Kenichi Maeyamada**)

*Music play*

The scene shows Mitakihara before dark clouds start gathering and covering the entire city.

**Zetsubō no umi tojiru tobira **

Soon the title *_Innocence: Saint Exorcist of Puella Magica_* appear in front of the screen.

**Ikubaku mo naku kieru hikari**

**Amaku sasayaku kurayami **

Allen is currently sitting on top of building, looking down at his left hand which have a glowing cross on it as he remembered the time he spends with his friends. Behind him appears an older Allen who is wearing the uniform of the Black Order.

**Niritsuhaihan de madō kanjō**

**Docchi darō wakaranai**

Allen and Nea appear giving the back to the other.

But behind them was the original Millennium Earl appears giving his typical smile.

**Chikara makase ni nejifusedomo**

**Nani ga kawaru tte'n darō**

Allen who have an angry look on his eyes is standing in front of Nea, who smiles maliciously. Soon Allen's Crown Clow clashes againts Nea's sword.

**Dōshitemo I Can't I Can't ugokenai**

Homura and Madoka are in the top of a building but the city is being attacked by Walpurgisnacht and thus is in ruins and burning.

Both girls are not transformed and Madoka bury her face on her hands and start to cry while Homura looks at her with an stoic look on her eyes.

**Tsunagaru... tsunageru... ai no ne... koto no ha**

Falling into the darkness are Madoka, Mami, Sayaka, Homura, and Kyoko while watching them is none other than a mystery man with golden eyes.

**Karuma wo... idaite... nigenai... datte**

Then an image shows from left to right all friends and family of Allen and the others girls in Mitakihara.

And then...

First Homura dressed in her magical girl outfit appears with her stoic glare and glasses on her face... but quickly she smiles and then the image reveals that Kyouko, Sayaka, Mami and Madoka are with her and all are wearing a female version of the uniform of the black order.

And they seem to be cheering for someone.

**Boku no koto koeru no wa boku dake shikai nai'n dakara.**

The person who they were cheering turns to be Allen, who with a smile on his face activates Crown Clow.

**Ashita wo tsukuru no wa nikushimi nanka janai**

And then Allen is seen performing acrobatic tricks in front of a crowd of people that are cheering for him in the middle of the city.

**Egao de hito wa tsuyoku naru**

Then Allen bows to his public and looking at the blue sky he sees the image of Madoka, Mami, Sayaka, Kyouko and Homura, all of then in black order uniforms and smiling.

**Yami wo kakiwake susume**

Allen is running towards the Level 3 Akuma with Crown Clown ready for a battle... but in the sky the image of a sad Hitomi can be seen.

**Tsurai toki koso warae**

A serious Homura with her arms crossed can be seen looking at the city from an abandoned building.

But behind her can be seen 2 Homura, the first is the Homura that existed before being a magical girl and the second the Homura who wears the uniform of the black order.

**Ai du birību in maiserufu**

Allen then is seen walking alone in the streets of an abandoned city, but he is smiling.

**Shinjiterunda**

Then in middle of that street he bows once more but this time to an imaginary public.

**Hajimaru! Shōtaimu!**

The final shot is Allen and the Puella Magi being together watching the sunset from Mami's home.

* * *

Sayaka standing under the tree top as she waiting for her friends to show up while adjusting the wrapped object on her back.

"Well, it definitely not a dream…" Sayaka remarked. But with it, she will be able to fight along with her friends without holding them back.

(**Flashback**)

"_I was this close… But why the hell are you trying to get in my way!?" Homura demands. "He isn't related to Madoka at all!"_

"_Homura… I won't allow you harm Allen!" Sayaka protested as dark aura surrounding her being, "B-because… I won't let you hurt someone… I loved!"_

(**Present**)

Sayaka still can't believe that she blur out her words from her chest even after experienced death for the first time. Though she is a little worry about if Allen get her confession or not? She knows that Allen can be dense sometime.

Suddenly there was a mini cartoon version of herself in her mind and start jumping around her head.

"_Beside it wasn't a good confession…!_" Chibi Sayaka said. "_You should get him alone before trying to confess to him again, but proper without any misunderstanding._"

Her mini self-made a good point since Allen might forget a bit about her confession. She never forget about Allen being the one who takes her first kiss and make sure to confront with him about it alone. '_But mustn't try to kill him or it will pissed off Madoka._'

The blue hair girl then noticed that her friend Hitomi wasn't here and finds it strange. It unlike her to not coming here since they usually walk to school together.

_Strange… Hitomi isn't here today_, Sayaka thought to herself before seeing Allen and Madoka coming to joined her.

"Morning, Allen, Madoka!" Sayaka greeted, smiling.

"Morning Sayaka-chan." Madoka and Allen said at the same time.

"What is that you're carried behind you?" Allen asked, curious about the object Sayaka is current behind her back. Madoka looks curious about what her best friend is carried on her back.

"It's a secret." Sayaka said, causing her friends to become more curious. "So anything interesting happened this morning?"

This question prompted both Allen and Madoka to blush immediately. They still haven't got over what happened this morning. Allen still worried about his little brother telling his parents about what happened and need to make sure he is quiet about it.

"Umm… Nothing really important happened." Allen respond.

"Are you sure?" Sayaka asked, skeptically at their behavior. '_But why are their faces red…? Don't tell me—_'

"Y-Yes…!" Madoka said, snapped Sayaka out of her thought. But she doesn't want her to know about what happened this morning between her and her beloved brother. "Have you seen Hitomi-chan?"

Sayaka shrugged. "I haven't seen her when I was waiting for you guys."

"But I'm sure there is an explanation to why she might not be here. But we should get going right now." Allen said as the girls agreed before making on their way.

* * *

In the unknown room with the piano, the mystery man have a grin on his face as he stares at something on the screen.

The screen soon replays on Allen's reawaken his latest form: Crown Clown.

"So he finally get close to regain his power… It will be a fun reunion." The man noted.

"**Noah-sama, but will Allen Walker recovered his lost memories?**" The Akuma asked, sitting next to her master.

"Don't worry… I will assured you that he will regain it if he dared to _forget _the face of his own uncle after everything we been through." He respond with evil grin.

"But I have a new assignment for you… I want you to draw out attention for my dear nephew." The Noah continued.

"**As you wish.**" The Akuma said, bowing in respect to her creator.

* * *

In a private room in the school building, Allen is currently playing a game with someone who eager want revenge for his previous loss against him.

"You won't win this time, Walker…" The opposing player said with an evil grin, showing his cards.

Allen give a blank expression at the person before letting out a smirk on his face.

"Hmm not bad, not bad… But I already win, Souda." Allen said with a smirk before revealing his cards onto the table. "Royale Straight Flash!"

"Damn you, Walker!" Allen let out a laughed as another victim who running with only a towel around his waist.

Soon Allen takes his spoiled including the money as he stored them in his locker before heading off to the cafeteria to ordered foods.

"_Taking away their loots, how can Madoka's brother have such dark secret?_" a familiar voice asked.

This made Allen turns around and seeing Kyuubey walking on top of the lockers. Allen quickly scanned around the room as no one around the hallway before continued on his way.

"What do you want?" Allen questioned.

"_I want to know that if you are alright with turned Sayaka back to human especially with your sister in the future._" Kyuubey said.

"I don't know what you're up to. But Madoka and others won't be involved with whatever crazy shenanigan you have, Fuzzball." Allen stated.

"_But my plan isn't evil. My kind is here to save the universe._" Kyuubey said.

"The universe?"

"_Do you understand the concept of entropy and heat death, Allen? The universe will eventually die and the only way to continually extend its life is to constantly inject energy into the universe, prolonging the time till the heat death_."

This is all a fascinating concept for a scientist but Allen is still baffled at where all this is going. "So what does it involved Magical Girls and Witches?"

"_We Incubators have been experimenting with alternate forms of energy to find the most sustainable and efficient source that can be used to prevent heat death. However, most conventional forms of energy proved to be suboptimal for the objective at hand._"

"_Emotional energy, however, is very promising source that has been exceeding our expectations so far. When a young human adolescent girl becomes a Magical Girl, the emotional energy from her hopes and wishes can be harnessed into a very usable form._"

"_But what's even more fascinating is what happens when all the positive emotions that the young girl radiates is overcome by despair—_"

Allen have enough to hear from white rat. "I don't fucking care about something that isn't going to happen in another million years. Or billion. But I can see you as nothing more than a rotten bastard to the core for taking advantage of little girls and I won't accept that."

"_But can you really restore every one of them? Even Homura Akemi, the one who try to killed you?_" Kyuubey asked.

Soon Kyuubey find himself stare at the sharp claw with Allen glaring at him with a dark expression.

"Get out of my school…" Allen growl.

"_I see that I overstay my welcome._" Kyuubey said before he vanished to who knows where.

Allen sighed before making his claw vanished and heading to the cafeteria.

"Bonjour, Monsieur Allen~!" a man in cooking outfit with pink cooking apron, wears a collar and bowtie on his neck. He has short black hair with a moustache and beard. "What can I get for you today?"

"Hey Jerry. I would like…" Allen give the order to the cooker who is quite familiar with how big Allen's appetite before starting cooking.

It wasn't long until he soon sat down at an empty desk and starting to eating his foods like usually.

* * *

(With Madoka)

While the teacher is continued giving lecture, Madoka take glances from her working at the empty table not far from where she was. Homura's table is still empty. Homura haven't even come into the class after the first bell rang.

_She isn't here…_ Madoka thought to herself before focused on her workbook.

She and Sayaka were a bit surprised that the black hair girl didn't show up after yesterday. Though she is angry at Homura for what happened, but can't help wonder a bit about why did her fellow Magical Girl did it in the first place.

She mentally snapped out of her thought about her. She is still upset at Kyuubey for not mention any details about becoming Witches in the first place. Though she knows that they can't do anything about the previous Witches they destroyed.

'_Is it possible if we can saved those who already been Witches before?_'

But there is also another thing on Madoka's mind. It have been bothering her for a while.

Why is Kyuubey making them in the first place?

* * *

After school, Allen was seeing walking with his sister, Sayaka, and Mami as they're talking with each other.

"I see… So Homura wasn't in class today." Allen said after hearing from Madoka's account.

"Who knows where she gone. Maybe after realized she wasn't welcome after the stunt she pulled." Sayaka said.

"But we never knows her real motivate…" Allen reminded.

"There is something I was wondering about…" Mami said. "If you can turn the Witch back to human, how are you going to do the same for a Magical Girl?" she asked to the white hair teen. She and Madoka have only few Grief Seeds left to prevent themselves from turning into Witches.

"That is something I didn't think much about when I just destroyed Sayaka-chan's Witch with my new power." Allen said.

"Maybe you can touch their Soul Gem to change them back?" Sayaka asked, believing it might be the easier solution than attacking them like the Witches.

"I guess we should try it and find out if it actually could work." Allen said.

"Though I am kind of worried about leaving Allen-nii on his own against the Witches if there are many Witches out there in the world." Madoka said. Even after everything happened, she is still protective of her older brother and want to be sure he is safe.

"Not to mention there is the Walpurgisnacht." Mami said, caught both Allen and Sayaka's attention.

"What did you just say?" Allen asked.

"Walpur-what?" Sayaka asked, confused.

"The strongest Witch in the world." Mami answered.

"Are you serious?" Allen asked, sweatdropped.

"How can it be the strongest Witch…?" Sayaka asked, looking skeptical.

But Madoka was the one answered it. "Because it says to be merged with numerous of Witches that it doesn't need to create a Witch barrier to move around and I heard that it once wipe out a city of the map."

This made the two look bewilder and disbelief at Madoka's explanation. To think there something like this out there. They never know something like this exactly exist…

"That sound like something for a final boss." Sayaka said in disbelief.

"If you guys know about it… then are you two on lookout for this Witch?" Allen asked, earning a nod from his sister. If Walpurgisnacht is this dangerous, he doesn't want to know what could happened if his family got caught in the crossfire of such monstrosity.

"But it still too early to tell if it going to come here soon or not. Though there is a big chance it might strike this town." The veteran Magical Girl said with a grim expression.

* * *

Unknown to them, Kyoko overheard the group as she eating a pocky stick while watching them not far from where they are. She didn't think of came across Allen and the girls when walking down the street.

"The strongest Witch…" Kyoko muttered before taking a bit bite on the stick.

She then thinks about what Allen mention that he might be able to change them back into human. They won't have to worry about being changed into witches since they have a way to change back. Also it a definitely 'Fuck you' sign to Kyuubey. Though Kyoko have a bit mix feeling about the idea of going back to being human and loss her power as a Magical Girl for good. After all… her wish left her nothing.

"What the heck am I thinking that again?" Kyoko said to herself, shaking her head out of the thought.

The red hair Magical Girl then looks at the former blue Magical Girl who seem too happy while being around her friends. Kyoko thought that loss her Magical Girl power would cause Sayaka to be depressed.

_Is she happy that Beansprout is with her… or something else_? Kyoko thought. She also noticed that Sayaka is carried something big on her back.

Suddenly everyone hears a loud explosion not far from where they are. Kyoko watched Allen and others move on ahead immediately.

"You got to be fucking kidding me…" Kyoko muttered with disbelief at the sight of the figure.

* * *

Allen and the girls look complete disbelief at the sight of Akuma appearing on the street in broad daylight. Akuma start firing ice like shards at civilians while they're running as some of them got impaled before shattered into dusts.

"No way…" Madoka gasped with disbelief.

"You…" Allen said, gritting his teeths before his scanner start activation immediately.

Akuma turned around and looks at the white hair teen.

"**I have been looking for you, Allen Walker…**" Akuma said in a chilling tone.

Suddenly Allen noticed that Sayaka seem to be shivering for some reason and her face pale.

"What the hell is that…?" Sayaka muttered, shaking.

"Huh?" Allen looks confused at Sayaka. "What are you talking about?" he asked.

"There is something creepy glowing behind her…" Sayaka said.

"I-I can see it too." Madoka said, paled. "It looks like some kind of ghost… coming out of her body."

Allen then looks at Mami who have similar reaction. "Mami-chan, can you see it too?"

The veteran blond Magical Girl nodded. "Is this what you always seen, Allen-kun?"

"But how is this possible?" Allen asked before his eyes wide in shock. '_Could my curse become stronger than before… let others beside me to see them?_' Allen thought with shocked.

Before anyone could react, they heard crying sound as Allen spotted two small children cried for their parent who dissolved into ice shards.

"**More trashes to take out…**" Akuma said before unleashed ice shards toward them.

Allen snap out of his thought before leaping forward immediately and appeared in front of the ice shards as he glowing in white light. Suddenly the light faded away as Allen in his Clown Crown with his steel mask on his face and using his claw to destroy the icicle shards.

"Sayaka-chan, get them out of here." Allen said.

"But I…" Before Sayaka could finished, Mami and Madoka rush ahead as they transformed into their Magical Girl forms as they firing shoots at the Akuma.

Sayaka want to help her friends, but Allen asks her to helped the two children first and she begrudged accept the task as she getting them out of here.

_But I will make sure that no one will harm my friends…_ Sayaka thought.

* * *

But like in the previous encounter, Akuma wasn't affected by their attacks as she charging at them with the attempt of harming them.

"Hey! Where do you think you are watching!" a familiar voice shout as the Akuma jumps away when Allen try to attack her with his claw.

But Allen wasn't finished yet as he send out the threats of his Crown Clown to entrapped the Akuma and then throw her hard to the ground. While the Akuma try to get up from the ground, Allen charges forward and slashed her on the chest before dodging an attack from the Akuma.

"**Grrr…**" Akuma growl, holding her left side in pain. "**Damn that Innocence…**" she said in lower volume.

"Allen-kun managed to hurts her?" Mami asked, looking surprised.

"Looks like things are different from last time…" Allen said before try to charge at Akuma again with another blow before a smirk on Akuma's face.

"Get out of the way!" Madoka shout.

The Akuma opened her jaw and unleashed icy breath at the white hair young man who barely getting out of the way.

Allen jumps not far from where the Akuma was and start coughing before noticed his reflection on a window. There are small purple stars appearing on his face.

"What in the world?" Allen asked with surprised look.

The Akuma chuckled before explains. "**You forget this after dealing with my kind after so long? It a poisonous gas that slowly kill any living beings if they breathed it.**"

This causes Allen to gritting his teeths as Madoka and Mami try to attack Akuma when she was focused on Allen.

"You'll paid for what you did to Allen-nii!" Madoka said before firing her arrows to release a barrage arrows at her.

But the Akuma brought up her arm to block the incoming attack as they don't affect her.

"**Why do you keep resisting?**" Akuma asked. "**You aren't strong enough to do even any damage to me.**"

Out of thin air, multiple rifles are facing against her and Akuma looks up at Mami who have a serious look.

"But that doesn't mean we will let someone we cared about to get hurt." Mami retorted before letting her rifles fired at her.

Soon the Akuma emerged from shoots before slapped Mami hard as she hit straight into the wall. Akuma was about to focused on Madoka, she was bind by three spears from out of thin air.

"You know I always did want to get back at you, ugly." Kyoko respond, standing on a lamppost.

"Be careful, Kyoko. She can use poison!" Allen shout before she charged into battle.

_I need to stop the poison from going into my body or it will kill me soon…_ Allen thought with serious expression. But the question is how?

"_However, I immune to the Akuma poison due to my Innocence."_

"What if…" Allen looking at his steel like claw hand before shrink the sharp nails and place it against his face.

Soon Allen felt whatever ailment him slowly vanished from his body then looks at the mirror. The purple stars soon completely disappeared from his face.

Allen turned up and seeing the three Magical Girls trying to fend off against the Akuma until she sending all of them flying backward with brutal strength alone.

"Damn… she is tough." Kyoko grunted, trying to get up.

"Everyone!" Allen turned around and seeing Sayaka coming back with her wrapped object in her hand.

"**Another useless pest.**" Akuma said before sending dozen of icicle shaped daggers at the blue haired girl.

"Sayaka, look out!" Allen shout, trying to get there in time.

Sayaka removed the cover to reveal a sheathed katana. She then swing her sheathed katana to release a shockwave forcing the dark pulse away.

"How did you do that, Sayaka-chan?" Madoka asked, can't help dropped her jaw.

"Looks like I finally get to use this…" Sayaka said with a massive grinning on her face.

"Sayaka-chan, but how?" Allen asked with shocked at what his friend just did.

"What the hell…" Kyoko uttered in disbelief at what she just did.

The Akuma suddenly turned froze at the sight of the object in Sayaka's hands. Even though it looks like an ordinary katana, but Akuma sense something familiar from it and couldn't believe there is another one here.

"**Impossible!**" The Akuma exclaimed shocked. "**Where did you get that!? I thought Allen Walker is the only one who possessed the power!**"

"If you think that I am out of the fight… big mistake." Sayaka said before grabbed the hilt of the katana.

"Sayaka-chan, are you sure about come back—" Before Allen could finished, he stop when Sayaka giving him a serious look.

"Then who will be there to watch your back!" Sayaka said, making the white hair teen quiet. "Also another thing… someone named Yu Kanda says thanks you."

"What…?" Allen becomes quiet as his eyes wide completely. His head started hurting a little when he hears her words. The name Yu Kanda sound quite familiar… but why?

"Rise and conquer over the wicked… Mugen!" she shout before pulling out the sword immediately.

Energy exploded from Sayaka as the energy blew Akuma back. Everyone looks as Sayaka's sword which is black with silver edge. But that isn't the only thing change as Sayaka donned a new outfit that is different from her previous Magical Girl outfit. She dressed in black combat jacket and short that have silver trimming with the buttons. There is a rose cross pin being made entirely of silver on the left shoulder.

"Why does she have to look that cool…?" Kyoko said, looking jealous and awe at the same time. But she is mostly envious that Sayaka gain new power after losing her Magical Girl power.

Both Madoka and Mami looks complete awe at Sayaka especially her new power and outfit. This also means that they can fight together again.

_That outfit… is similar to the one in my dream…_ Allen thought, but confused at why he feel annoyed. When she mention Yu Kanda, Allen can't help feeling annoy and angry at the same time.

"_Get on with it, Beansprout!"_

"Who the hell is this Yu Kanda…?" Allen questioned to himself.

Sayaka charge forward at the Akuma who shoots icicle daggers at her before Sayaka jumps into the air to avoid the attack and her Mugen start glowing.

"Kaichu: Ichigen!" Sayaka declared before swing her sword. Coming out of her sword are small swarm of supernatural creatures as they gone after the Akuma.

"Where did they come from?" Kyoko gawked.

Akuma try to jump out of the way from the attack before one of the supernatural creature devour her arm. She is forced to use her ability over ice to freeze the remains of swarm and shattered them immediately.

Sayaka then charge forward at Akuma and slashed her in the chest as it forced the demonic creature stagger backward. Before Sayaka land another blow, the Akuma brought out an ice dagger to block the attack as the two in a stand still.

* * *

The man is currently watching the scene with fascination as another unexpected factor occur in the fight. The unexpected factor is Sayaka Miki with the Innocence belongs to Yu Kanda.

"Hmm… This is an unexpected development. I never would guessed that girl who have massive crush on my nephew have_ that _Innocence." The man said, drinking his soda.

But one thing bother him where did she get it? He was certainly that there are no Innocence here in this world. The blue haired girl give a clue that she made contact with Yu Kanda, the previous owner of Mugen. But he remember that owner was already dead.

Then how did she get an Innocence when his nephew was the only one who have…

Suddenly his yellow eyes gleaming with mischievous and a grin form on his face.

"Even after defeating him… you still helped Allen, Hevlaska." The man said.

* * *

(Back in the fight)

The two continued clashing as sparks flying around them when they try to hit each other.

"**I see that you can wield **_**his **_**power without any problem…**" Akuma said. "**But are you worthy of wielding that fearsome power?**"

"I don't cared about being worthy or not as I can protected those I cared about!" Sayaka retorted before finding an opening and slashed her hard.

Soon Sayaka then hold up her scabbard with her other hand before letting out a small breath.

"Nigentou…" Sayaka whispered as both of her swords start glowing with faint light of energy and they resembled sharp blades.

She charging forward with two weapon in her hands, this caught the Akuma in surprising, given an X- cut on her chest. This caused Akuma to scream in pain before Sayaka continued onward with her attacks as she slashing the armor of the Akuma to caused further cracks upon on her body.

The Akuma rolled across the ground in pain as she struggling get herself back up from the ground. She never felt humiliated by a girl who gain power of Innocence.

"**Damn you… Exorcist…**" Akuma growl with angry.

"You will tell us who send you here and why you are attacking Allen in the first place…" Sayaka demands with a serious voice.

"**I-I won't perished like this…! Not for Noah-sama!**" Akuma cried out in despair as dark matter within her starting to become wilder than before.

Suddenly she starts meld into a gruesome amalgamation of limbs and "flesh." This cause her and everyone around to looks shocked and disgusted before a woman sprout out with a horrifically bloated stomach with the glowing number 4 on it. Then the woman's stomach burst as a massive smoke occurs appeared out of everywhere.

"What was that?" Madoka asked, trying to get the smoke away from her view.

Mami didn't say anything as she staying caution if anything going on out here. The same goes for Kyoko who have her guard on.

"What the hell is going on?" Allen asked, confused before hearing a childish giggle.

When the smoke vanished, Allen saw the remains of the gruesome amalgamation but Allen spotted someone hiding behind it.

"Who are you…?" Sayaka questioned with warily.

Soon they saw what looks like a childish like creature with a bloated stomach. There is a black star on the Akuma's stomach and a little, closed-ring, "halo-like" oval above its head and wings on its back

"**I'm… Level 4.**" The child like demon said in a creepy voice.

Allen suddenly collapsed onto his knee and coughing at the same time. His scanner like eye saw the aura behind the Akuma and the sight completely horrified him. '_This thing is horrible… I can't even looks at it._'

_This pressure… is so intense and sinister…_ Kyoko thought with serious, never felt anything like this ever in her life.

"Like that will stop me!" Sayaka said before charging forward at the Akuma.

But the demonic angel used its arm to block the incoming attack from Sayaka, causing Sayaka and everyone to become shocked.

"How…?" Sayaka asked, looking disbelief.

"**Sorry, but I'm on a different level…**" Level 4 spoke with a sinister smirk before forcing a dark energy wave that send Sayaka backward.

"Sayaka-chan!" Madoka scream with worried.

Before Level 4 could continue with its attack, the demonic angel noticed a large shadow around itself and looks up to see Allen who try to attack with his claw.

"I don't know what you are… but I won't let you harm anyone." Allen said with a serious expression.

"**Very interesting… then let's play, Allen Walker.**" Level 4 said with a wicked smile.

**To be continued…**

* * *

**AN: That is the latest chapter for my Saint Exorcist of Puella Magica! Not only Sayaka get a new power, but she get a new costume which happened to be the Black Order uniform! Also I would like to thank Sekishiki for his assistance in helping making the new opening for this story and Kamen Rider Super Fan for the editing. I bet you are surprised by the sudden appearance of Level 4 after Sayaka driven the Akuma to go that far in the level… Hopefully, not goes wrong.**

**Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


	13. Mami's Revolver Judgement!

**Toa Solaric: I don't own D-Gray Man and Madoka Puella Magica, they are belong to their respective owners, I only writing this for fun. It felt like a long time since I did a chapter for this fic for a while. I hope you guys are enjoying the story so far.**

**For those who recognized the new OP I used, it was from Yu-Gi-Oh Arc V series. As for why I used it, because it will make sense to what the story is going here.**

Innocence: Saint Exorcist of Puella Magica!

Ch12: Mami's Revolver Judgement!

"**I'm… Level 4.**" The child like demon said in a creepy voice.

Allen suddenly collapsed onto his knee and coughing at the same time. His scanner like eye saw the aura behind the Akuma and the sight completely horrified him. '_This thing is horrible… I can't even looks at it._'

_This pressure… is so intense and sinister…_ Kyoko thought with serious, never felt anything like this ever in her life.

"Like that will stop me!" Sayaka said before charging forward at the Akuma.

But the demonic angel used its arm to block the incoming attack from Sayaka, causing Sayaka and everyone to become shocked.

"How…?" Sayaka asked, looking disbelief.

"**Sorry, but I'm on a different level…**" Level 4 spoke with a sinister smirk before forcing a dark energy wave that send Sayaka backward.

"Sayaka-chan!" Madoka scream with worried.

Before Level 4 could continue with its attack, the demonic angel noticed a large shadow around itself and looks up to see Allen who try to attack with his claw.

"I don't know what you are… but I won't let you harm anyone." Allen said with a serious expression.

"**Very interesting… then let's play, Allen Walker.**" Level 4 said with a wicked smile.

Soon the two glares at each other before they waited for who make the first move. The dreadful silent fills the air before they charged at each other.

* * *

(**Play Light of Hope by Kenichi Maeyamada**)

*Music play*

The scene shows Mitakihara before dark clouds start gathering and covering the entire city.

**Zetsubō no umi tojiru tobira **

Soon the title *Innocence: Saint Exorcist of Puella Magica* appear in front of the screen.

**Ikubaku mo naku kieru hikari **

**Amaku sasayaku kurayami **

Allen is currently sitting on top of building, looking down at his left hand which have a glowing cross on it as he remembered the time he spends with his friends. Behind him appears an older Allen who is wearing the uniform of the Black Order.

**Niritsuhaihan de madō kanjō**

**Docchi darō wakaranai**

Allen and Nea appear giving the back to the other.

But behind them was the original Millennium Earl appears giving his typical smile.

**Chikara makase ni nejifusedomo**

**Nani ga kawaru tte'n darō**

Allen who have an angry look on his eyes is standing in front of Nea, who smiles maliciously. Soon Allen's Crown Clow clashes againts Nea's sword.

**Dōshitemo I Can't I Can't ugokenai**

Homura and Madoka are in the top of a building but the city is being attacked by Walpurgisnacht and thus is in ruins and burning.

Both girls are not transformed and Madoka bury her face on her hands and start to cry while Homura looks at her with an stoic look on her eyes.

**Tsunagaru... tsunageru... ai no ne... koto no ha**

Falling into the darkness are Madoka, Mami, Sayaka, Homura, and Kyoko while watching them is none other than a mystery man with golden eyes.

**Karuma wo... idaite... nigenai... datte**

Then an image shows from left to right all friends and family of Allen and the others girls in Mitakihara.

And then...

First Homura dressed in her magical girl outfit appears with her stoic glare and glasses on her face... but quickly she smiles and then the image reveals that Kyouko, Sayaka, Mami and Madoka are with her and all are wearing a female version of the uniform of the black order.

And they seem to be cheering for someone.

**Boku no koto koeru no wa boku dake shikai nai'n dakara.**

The person who they were cheering turns to be Allen, who with a smile on his face activates Crown Clow.

**Ashita wo tsukuru no wa nikushimi nanka janai**

And then Allen is seen performing acrobatic tricks in front of a crowd of people that are cheering for him in the middle of the city.

**Egao de hito wa tsuyoku naru**

Then Allen bows to his public and looking at the blue sky he sees the image of Madoka, Mami, Sayaka, Kyouko and Homura, all of then in black order uniforms and smiling.

**Yami wo kakiwake susume**

Allen is running towards the Level 3 Akuma with Crown Clown ready for a battle... but in the sky the image of a sad Hitomi can be seen.

**Tsurai toki koso warae**

A serious Homura with her arms crossed can be seen looking at the city from an abandoned building.

But behind her can be seen 2 Homura, the first is the Homura that existed before being a magical girl and the second the Homura who wears the uniform of the black order.

**Ai du birību in maiserufu**

Allen then is seen walking alone in the streets of an abandoned city, but he is smiling.

**Shinjiterunda**

Then in middle of that street he bows once more but this time to an imaginary public.

**Hajimaru! Shōtaimu!**

The final shot is Allen and the Puella Magi being together watching the sunset from Mami's home.

* * *

Sparks flying in the air as Allen and Level 4 clashed each other. Level 4 try to slammed it fist into Allen's stomach, but Allen dodged it before going straight for using his threads on the body of Level 4 to piece parts of Akuma's body and causing Level 4 to scream.

"There is no way it would survive that…" Sayaka said.

But soon the scream turned into a creepy laugh as Level 4 have a grin on its face. This causes disbelief on Allen and the girls' faces at the same time.

"**That won't take me down easily…**" Level 4 said before opens its mouth and firing purple energy at the white hair teen.

The attack sends Allen flying backward before rolling across the street and groan in pain.

"Damn…" Kyoko growl. "How strong did it become?"

"Allen-nii!" Madoka shout.

"You will paid for that!" Sayaka shout before she charged forward with both swords in her hands. Level 4 didn't blocks her attacks, but just dodging her blows and her strongest move.

It wasn't long until Level 4 stopped her by grabbing her in the neck and trying to choke the life out of her.

"Gyyaaa!" Sayaka struggling to get some air as the grip by the Level 4 was really hard. Level 4 then throws her straight into the air.

But Madoka charge forward into the air and managed to catch her best friend before hitting the building.

Soon Mami and Kyoko charge up at Level 4 next with their respective attacks. Kyoko summoned multiple chains from underground to attack Level 4. But Level 4 take off into the air while dodging the spears and trying to fired its arm like gun at Kyoko.

But Kyoko saw it coming as she dodging the bullets while summoned more spears to attack it. Soon some binding the Akuma by the legs and the red hair Magical Girl throws two more spears straight into the Level 4's chest.

"Sempai, now!" Kyoko shout to the veteran Magical Girl.

"**What!?**" Akuma turns around and see Mami with multiple guns before firing them at the same time as the bullets make contact with Level 4.

The actual impact was unseen since everyone else took cover. The impact was felt since it sent a shockwave through the streets and knocked everyone over. As they got their sights on the remaining fighters, their jaws began to drop at what they were seeing.

"No…" Allen gasp.

"Impossible!" Sayaka said with disbelief.

"Shit! Sempai!" Kyoko gasped.

Level 4 standing tall and prideful. In its hand is Mami by her throat and she start having purple stars that Allen have earlier.

Level 4 then throws Mami in the air before kicked her in the stomach. Letting her go, Mami rolling across the street and coughing.

"**It won't be long until she perished.**" Level 4 said before looking at Allen and others. It ready to finished them…

"_That is enough, Level 4. It time for you to make a retreated._" The familiar voice of its master can be hears in its head right now.

"**As you wish, Noah-sama…**" Level 4 muttered before looking at the white hair teen then turning away from him.

"Hey! Where do you think that you're going?" Kyoko demands.

"**This fight is boring. I expect you become much strong, the next we meet… Allen Walker.**" Level 4 said before taking off high into the air and vanished.

"Mami-chan…!" The white hair teen shout as he ran toward the veteran Magical Girl. "Are you alright?" The instant he asked, Mami's transformation reversal on its own. Mami doesn't looks all too good. Her skin is turning pale and more purple stars appear on her body.

"Mami!" cried out Madoka to her friend and mentor.

"Sempai!" Kyoko cried out.

"Mami!" Sayaka shout. "Please speak to us!"

Allen never felt so humiliation. The Akuma once again, made fun of him and his friends. Just when he thought he was close of defeating it, it suddenly getting much stronger than he did. Allen then takes look at the unconscious form of blonde magical girl. At first, he seeks out her guidance to help him becoming stronger to protects his sister. In his eyes, Mami is really strong and it was her that Madoka able to survive as Magical Girl. But it wasn't long until he starts to care for the blonde Magical Girl.

"Everyone get back." Allen demands before moving toward Mami. "Now."

The white hair teen knelt down and places his claw like hand over Mami's Soul Gem as he notices it more corrupted by the Akuma's virus. Allen have an idea to save her. He has one chance of saving Mami from the virus or the virus will take her away from them forever.

"What are you doing, beansprout?" Kyoko asked.

Allen closed his eyes before holding the Soul Gem. "Please… Crown Clown, save her." He said softly.

Sayaka's eyes wide in realization. "Allen is trying to save her." She elaborated.

Suddenly Allen's claw like hand starting to glowing into Mami's Soul Gem. He'd never done this before but now looked like a good time to do so. Her life was in danger of the virus. Soon the Soul Gem returns to its original color before it returning to Mami's body and her body turning back to health color without any purple stars on her. Soon Allen's Crown Clown vanished completely and he fell forward on top of Mami whose wounds were starting to heal up. However, now both of them were unconscious.

"We should get them back to Mami's apartment." Madoka instructed.

* * *

_Mami opened her eyes and find herself in a place she never been before. She finds herself in what looks like a bar and there are people both talking and drinking to each other._

_"Where am I?" Mami wondered aloud her thought._

_"So you've finally come." A male voice said and caused Mami turns around to see a man with long vibrant red hair and a Phantom of the Opera-eque mask on the right side of his face. He has a goatee, eyes the same shade of red as his hair and wears wire-framed glasses._

_"Were you waiting for me?" Mami asked, tilted her head to the side. "But who are you?"_

_"You can call me Cross Marian." The red hair man introduced himself. Cross then gestured to Mami to sit down with her on the chairs in a nearby table._

_"You take quite a blow from Level 4's virus attack. That would almost have killed anyone in instantly." Cross said._

_This news made Mami's eyes wide. She remembers what happened back in the fight against the Level 4 Akuma... the last thing she remember was that... monster grabbing her from her throat after taking a lot of punishment and looking like it had no effect._

_"A-Am I dead…?" Mami asked in a fearful tone._

_After all after making friends and meeting Allen she was happy to live... but now if she is truly dead..._

_"You almost did, but Allen managed to save your life… Despite his own injury." Cross explains. However, if one looked at his eyes one could see a hint of pride in them._

'_I hope Allen-kun is all right…' Mami thought with worried._

_"Wait, how do you know Allen-"_

_"Take care of my baka apprentice… he is the only one who can make a bright future for those girls who lost their way." This made Mami looks surprised at Cross who spoked those words. "With my power passed onto you, you should be able to keep him out of trouble."_

_"What power?" Mami asked, confused._

_"Something you obtain after your Soul Gem being restore to your body. And another thing, your new outfit will adjust by how you imagined them to be." Cross added._

_But before ending this encounter, Cross Marian decided to do a good thing for his disciple for once._

_"And you know I think that kid needs a woman in his life and you seem to fit that role," Normally Cross would have flirted with Mami... but even he knew this girl already belonged to his apprentice, "You have my approval to make him yours!" he said with a thumb up._

_Mami's response was... blushing!_

_"W-what?" Asked a very embarrassed Mami. "You want me to do what!?"_

"_You have my permission to make him yours." Cross repeated._

"_I… I don't know…" Mami stuttered._

_Cross stares at her for a moment before realized something important. "Ah, I see. You are still inexperienced seduction… Fear not. I will give you an advice…"_

* * *

Back in Mami's apartment, the girls settle both Mami and Allen on Mami's own bed in her bedroom. It was not long until Madoka starts to use her magic to heal them.

"I can still felt their pulses working within them." Madoka said. "Though I don't know what happens to her Soul Gem."

"It means that Allen turns her back into human." Sayaka theorized. She then notices Kyoko giving her a serious look with her arms crossed.

"Start explaining, Miki." Kyoko stated with serious. "How did you become stronger?" she demands.

"I told you before that I meet a guy named Yu Kanda in my dream and he entrusted me with task of watching Allen." Sayaka answered, before gripping the scabbard of Mugen tightly. "But there is something else bother me."

"What is it?" Madoka asked.

"With the fight against that creepy baby thing, I was expecting someone contacting the police if they see something like this and come immediately. But no one did and they ignored our fight like it doesn't exist." Sayaka said. This made both Kyoko and Madoka looks a bit surprised at her.

"That can't be right…" Madoka said.

"You must be joking! With our fight, it should have drawn the attention of the cops onto us." Kyoko outburst.

"But no one seem to notice our fight with the Akuma… Something must happened during that fight." Sayaka said.

* * *

The girls take turns to watching over both Allen and Mami. They still hadn't woken up. It was Sayaka's turn to watch them.

It scared the blue hair girl to see her friends get defeated like that. Just when she thought she got much strong, but today had opened her eyes. There will be always stronger opponents. Even Allen could lose a fight if the opponent was stronger. The Crown Clown was supposed to be Allen's strongest form and Level 4 had outclassed both Allen and herself.

She remembers how she meet Allen and how she falls for him on that day. She went far to become a Magical Girl to be at his side but that drive nearly caused her lost her humanity and turns into a hideous Witch in the process. Even after that he still believed in her. He never gives up on her for a second and even saved her. To show her that she is still human.

Even after meeting with Yu Kanda, Sayaka wonder what kind of life Allen once have. How does this Yu Kanda relate to Allen? Maybe he had met him before.

"Please wake up… Allen." Sayaka said softly.

Her hand gently stroked Allen's cheek. Allen looked so peaceful and innocent like a child when he was sleeping. Sayaka cannot resist but place a small peck on his cheek and have a small blush.

_Maybe someday… I will return that kiss along with something special…_ Sayaka thought, blushing.

* * *

The young Kaname sibling is busy with herself in Mami's kitchen while others taking turn watching over Allen and Mami. Just when they got close of beaten the mystery Akuma, the unexpected happens when it becomes stronger than they were.

Even with none of her training and experienced, Madoka still feeling useless. Even though she did her best of healing their wounds. It was still not enough. Why does people close to her have to get hurt again!? Her arrows barely left harm on Level 4.

She swore that she would get stronger to be able to protect her brother and others. There have to be some way for her to be stronger.

But right now, Madoka cannot help feeling a hint of jealous that her friend and mentor is sleeping in the same bed as her beloved brother. Madoka was the only one who have slept in the same bed with her brother.

* * *

Kyoko never felt like her body hurt like hell. Even after the beaten she taken from Level 4 Akuma, the pain is there. Unlike the Witches themselves, Level 4 is quite different from them. That thing is a completely monster. They'd only survived because Level 4 Akuma decide to retreated. There was no doubt in her mind that it would completely killed all of them if it wanted to.

She never thought there will be creatures out there that are stronger than herself. She never felt so humiliation by that creepy baby monster. This humiliation is different from when Allen fought against her. The Level 4 can take them out and dish pains to them like there are no tomorrow.

She will not allowed someone like that get away for making fun of her. Kyoko vowed revenge against that thing if it the last thing she do.

_If I have a weapon like Beansprout and Miki… it might changes the battlefield_, Kyoko thought. The biggest question is how she get the weapon.

* * *

_Allen opened his eyes to the bright light in front of him. He was not in the street anymore and ends up in a place he is not familiar. This place looks like the park, but with a giant blue tent in the middle with people working in the area._

"_Huh? Is this a circus…?" Allen wondered aloud._

_The white hair teen then starts exploring the area as he noticed the workers doesn't care or give attention to his presence._

"_What do you think you are doing, Red!?" A angry voice barked, catching the white hair teen's attention and he turns around to the corner._

_For some reason, Allen decide to check what the ruckus is. When he get close, his eyes wide in shocked at what in front of him. _

_An angry man with a mustache glaring at a small boy with redhair who recently falls off the ball. Allen can tell that boy is a bit older than his little brother and have bruises on his face. For some reason, Allen cannot help know the young boy for some reason._

"_Are you trying to ruined me, brat?!" The angry man said, whipping the boy. "You better get it right or else!" he scold before stomped away._

_This caused Allen to become angry with the man before trying to punch him in the face. The white hair teen looks surprised when his punch went straight through the man._

"_What in the world…?" Allen gawked at what just happened. Did his fist run through the man like a ghost?_

_The white hair teen then hears voices from nearby workers._

"_Heh. Looks like that Red failed the Boss again."_

"_That freak is nothing more than a deadweight to us."_

"_He is nothing more than a freak born from a whore."_

_Allen is surprised to hearing such words about the young boy and cannot help feeling infuriation with them for some reason. _

"_Stupid adults…" Allen turns around and see the tired boy who stares at the starry sky._

"_Are you alright, lad?" another male voice asked. This made Allen and the young boy turns around to see a handsome man in Victorian age clothes._

_The man offered the redhair boy smile and a hand. "Do you need a hand?"_

_Red have a scowl on his face and slaps the man's hand away, "I don't talk to stupid rich snobs!"_

"_S-Snob…? I'm not a snob!" The man said, looking offended. "My name is Mana. Mana Walker and I am here looking for a job at the circus."_

"_Mana Walker…" Allen repeated to himself._

_For some reason, that name felt so familiar… like it was something from long time ago. In addition, his surname name is Walker. Just like his-_

_Suddenly Allen's eyes wide and looks at the man known as Mana. He soon have a strange revelation in his mind about this man's identity._

"_Is he…?"_

_Mana explains to Red that he was here to seeking a job as a clown with a bright smile._

"_Go to the blue tent! That is where the boss is! Would you stop smiling like a creepy? You're hurting my eyes!"_

"_Sorry, I guess?" Mana said, slight surprised how rude the boy was. "Come Allen!"_

'_Did he just-' Allen's thought interrupted by a sound of bark and turn around to see a dog run to Mana. The dog seem to bark happily to his owner._

"_That dog have a same name like mine…" Allen muttered._

"_I suggest you leave him out here. The boss dislike dogs." Red said. _

"_I see… then won't you mind looking after Allen?" Mana asked._

"_I can-"_

"_Thanks! Allen stay here with… what is your name?"_

_The boy huffed and looks away from Mana. "None of your business, old man!"_

"_O-Old man…? That is rude! I am still not in my thirty!" Mana protested comically. "Allen, stay here with him!" Mana pointed to the red hair boy. "I will be back soon."_

_After the man left to the tent, Red and the dog known as Allen, stares back at each other. It was not long until Allen watched Red and the dog start playing a game of fetch._

_Allen can't help noticed the boy seems to having fun for the first time in a long time. But it wasn't until the dog suddenly got interested in his glove for his left arm and snatched it away from him._

"_Hey I take it back, you bad dog!" Red shout comically, pointed his left hand at the dog._

_Allen saw his left arm and realized it was red with a cross mark on it as this made Allen's heart stop immediately._

"_His arm… it just like mine." Allen uttered before got a good look at the younger boy's face. "That means… this boy is me."_

_Soon this brings up another realization to him and his eyes turns white._

"_I have no idea… that I am so rude…" Allen sweatdropped admit. Especially have to force to work in the circus to survive as a child._

_He soon watch his younger self-chasing after the dog around the area and trips over a branch. This cause the dog to turn back as he walk up to the boy and drops the glove. The dog then licked his tongue on Red's face, making him look surprised._

"_I am back!" Mana announced after coming back from the blue tent. "I see that you two are getting along."_

_Soon Mana's attention focused on Red especially his arm who trying his best to hide it. "So what is the story behind that arm?" he asked._

"_I-It doesn't concerns you… You will be like other adults who just throw me away because I was born as a freak!" Red growl, looking away from him. "All adults does the same!"_

_This made Allen looks shocked at his younger self and gasp. It means he was really an orphan._

_Red was expecting Mana be same as other adults and calling him a freak, but Mana did not say anything._

"_I see… That must been hard." Mana respond solemn._

"_What is it to you?" Red asked, looking skeptical at this man._

"_I don't like kids who can't smile." Mana answered._

"_Hmph! I still think you're a snob." Red retorted._

"_And a good news! It seem that we're going to see a lot of more of each other!" Mana said before hugging the young boy. _

_This caused the young boy's eyebrow twitching due to this man being strangely close to him. "Get the hell off me, you weirdo!" Red barked angry, trying hard to get him to let go. Mana let out a laughing._

* * *

Allen opens his eyes and regains his conscious. He took looks of his surrounding and found himself in Mami's own room. He was about to move himself up, but he find out that he could not do it for some reason.

"Allen-kun…" a familiar voice muttered.

"Huh?" Allen turns around and his face become slight red than before. Mami is sleeping next to him as she snuggling close to his left arm. This causes Allen to blush deeply at this situation… he never aware that he was sharing bed with Mami. '_She looks really cute when she sleep like that…_'

But he never imagined someone like Mami would be doing this to him since she does not seem to be the type.

The white hair teen trying to remove Mami's arms without waking her up from her dream. This ends up causing the former Magical Girl to stirring up from her dream and opens her eyes.

"Hey Mami-chan…" Allen greet, slight nervous.

It takes Mami few seconds before she realized she snuggling against Allen's left hand. Her entire face soon starting to burn with red now.

Before either of them reaction, they heard gasp and turns around to see a red face Kyoko who been standing by the door for some time.

"S-Sakura…?" Mami asked, confused.

"A-Ah… I-I didn't seen anything…!" Kyoko sputtered, looking away in embarrassment.

"What are you doing over there?" Allen questioned.

"N-None of your business, beansprout…!" Kyoko argued.

"The name is Allen, not Beansprout!" Allen retorted.

Suddenly coming through the door are Madoka and Sayaka. They look surprised to see their friends are awake. But Madoka immediately sprang straight into her older brother's arms and hugged him tightly.

"You are awake, Allen-nii!" she shout happily. She clung to him for dear life as he held the pink haired Magical Girl.

The two got the full story about what happens when they were unconscious and it causes them worried. Whoever the Level 4 is working for, somehow have the ability to make people not notices their fight in the city or it will be brought onto television. Who actually is the Level 4's master?

Even his Crown Clown wasn't able to match up against Level 4. Was it because it was weak or that Allen was still too much of a novice at using the power? It had to be the latter. He needed training to become stronger so he could protect his friends and save the Witches.

* * *

Allen is currently seeing sitting in his own room and doing some drawing on a piece of paper. He still cannot get his mind off about the dream of his past he have.

He still can't wrap around his head about his old life. He never imagined that he was abandoned at a young age for having a deform arm and force to labor within a circus. Not to mention how rude he act as a young child than he act around the Kaname family.

_Mana Walker…_ Allen cannot help take his mind of the strange man in Victorian age clothes. He is not sure why but seeing Mana make him feel like he was in peace. He is certain that Mana might be the person who taken him away from that cruel circus.

"But what happens to him?" He can't help wonder about what happens to Mana and where is he now. That is why he drawing the man he seen in his dream on the paper. For some reason, he doesn't wants to forget the face of Mana Walker.

* * *

Allen spending a day to himself after recovery from the fight against Level 4. He spent his day by doing his favorite activity…

"You won't win this time, Walker!" Said Thug number 1, whose existence was so unimportant that he will not even have a name neither physical description.

"This time we will get even for what happened before!" Same for Thug number 2.

But like usual, Allen manages to get the cards he need and hand down his cards on the table and not feeling even a drop of guilt in his cold heart (Or to be clear his heart becomes cold when he plays for winning), causing disbelief gasp to those who were watching the game.

"Four of Kind!" This made the two thugs fell into despair to the fact that they lost to the White Devil of Cards again.

"Damn you, Walker!" The 2 Losers said at the same time.

"If you want to continued, you will know what you're going to lost next." Allen chuckle darkly.

They did the smart thing is leaving the money and run like hell from the white hair individual (Who also showed himself in the past to be a REALLY good fighter). Allen soon left alone to count the money and prizes he earned while he is unaware someone was watching him.

"Well with all this money maybe I could buy something for my adorable little brother?" Wondered Allen before he shook his head, "Nope I don't want Kaa-san and Tou-san to become suspicious of from where I got the money..." And it was true Allen's parents did not know about his hobby, even Madoka promised to not to talk about it.

"Whoa… I didn't know you can make that much money by poker!" Allen turns around and seeing Kyoko who have an awe look on her face.

"Why does it interested you?" Allen asked and by instinct he saved his money on his pocket in case she tried to steal it.

Kyoko did something completely unexpected by holding both of her hands together. "Please teach me! So I can earned lot of money like you!" She said in a cute voice and innocent expression...

This action caught Allen off-guard and nearly fall off the bench. Did he hear it correct? That the red hair Magical Girl want him to teach her to win in poker like him and she is pleading?

'_Hey when she makes that expression she looks kind of cute... No! Remember what she had said to you_' Allen soon tried to forget those thoughts and concentrate in the girl in front of him.

"Let's see… No." Allen said, causing Kyoko comically fall out of balance.

"But why?" Kyoko demands angrily... oh, well there goes the cuteness...

"It take me years to learn and the world of Poker isn't a place for someone like you..." Allen said with the last part being cold. Technically the years of the other Allen... but the suffering gone to get that talent manages to cross over time.

"It not fair that you are hogging all of the money for yourself, old man!" Kyoko snapped. This made Allen given a narrow expression.

"More of reason why I won't teach someone like you." Allen said before securing his money and start walking away.

But Kyoko manages to get ahead of him and stand in his way.

"Wait…!" Kyoko halt.

"What?" Allen noticed Kyoko have nervous expression on her face... thinking she will want to fight him again.

"I don't… think you are a Satanist." Kyoko confessed. "The only one who is rotten and selfish here… is me."

"So why do you want to make more money? You can asks your parents for-" Before Allen can finished his question, it causes an uncomfortable look on Kyoko's face.

"They're gone." Kyoko said.

"Oh…" This made Allen felt awkward. He never imagined that someone like Kyoko be an orphan like him.

"Don't you know how hard to gain things without them and resort to looting?" Kyoko asked.

_I have no idea her life is that hard…_ Allen thought before having an idea.

"Alright! I will teach you my skills." The white hair teen said with resolved. Kyoko is not Tatsuya, so he will not get trouble by Madoka for teaching her how to cheat.

"You will…?" Kyoko asked, looking surprised at the white hair teen... and feelings her money troubles could start to become something of the past.

"But! You need to know that my skill in Poker really not something anyone could learn easily." Allen stated with serious expression.

"I can take the training!" Kyoko said.

(One week later)

Allen and the girls got a strange invitation from Kyoko to eat dinner at a restaurant together and the fact that she is pay for their dinner.

"How is this possible…?" Mami asked.

"Where did she get all these money to pay for it?" Sayaka looks disbelief at the various dishes on the table.

Even Madoka looks confused at how the redhair Magical Girl being able to afford all of these. "What do you think— Allen-nii?" Madoka sweatdropped that Allen is eating the dishes without complains.

"Do you guys like it?" Kyoko asked happily.

"Well, how were you able to paid for it…?" The blonde hair girl question.

"You can says that I don't have to worry about my past trouble anymore." Kyoko answers with a smile.

_It can't be… Allen-nii passed his skills to someone!_ Madoka thought with complete shocked.

* * *

Allen is seeing walking into what looks like an empty arcade park in the city.

_This looks like the place that the guys are talking about…_ Allen thought, scanning the area with careful expression.

He suddenly saw a familiar mark on the wall and stop there as his scanner activated immediately.

"Allen, you are here as well?" Allen turns around and see Sayaka who behind him.

"You heard the rumor of people vanishing here, right?" Allen asked.

Sayaka nodded. "With your scanner, there is no doubt the Witch is responsible for it." She said, holding the scabbard of Mugen.

"I'm here to find out if I can reverse what happens to those who been stuck as Witches for long time." Allen said. "I take that you're here for the same reason?"

Sayaka nodded. With Allen here, she is certainly that they might do the impossible together.

Allen turns around and focus his attention on the wall with the witch mark as his scanner eye start glowing red. Soon the witch mark glow as a large portal appear in front of them.

The two soon vent through the portal and walking down the stairs. It wasn't long until they find themselves in what looks like a forest with digital theme everywhere.

"You don't suppose that the Witch's nest be based on a videogame, right?" Sayaka asked.

"There is no doubt about it." Allen said, trying to focus around the area before activated his Crown Clown and his claw readied, "We have company."

Materialized in front of them are imp like soldiers with HP bars on top of them.

Sayaka released Mugen from its scabbard as she donned in her new uniform once again as she and Allen goes into their stance.

"We will finish this without need of restart button!" Sayaka declared proudly, not want to let Allen down again after what happens.

The two charge forward as they start battling with the imp soldiers. Sayaka slashing the imp soldiers before dodged couple makeshift spears by jumping to the side. Sayaka then smack the hilt of Mugen to an imp soldier's head from behind and slash the other imp soldiers around her.

Allen punched an imp soldier hard in the face before slashing the next one coming close to him. He soon summons pieces of his Crown Clown and impaled couple of Imp soldiers before they turn into digital particles.

"The Witch is this way, Sayaka-chan." Allen said, pointed to one of the hallway.

The two continued running before Sayaka steps on one of the floor and cause something to become activate. This caused the two stop for a moment.

"Allen, I think I might accident step on a switch for something…" Sayaka said, look warily. In a maze video game, that is a sight for something bad.

"I don't see any spikes popping out of the floor." Allen said.

Suddenly they heard something loud coming their way and turns around to see a giant bowl ball rolling toward them.

It take them a moment to react and start turning around before running.

"Come on, Sayaka-chan!"

"Right behind you!"

The two comically start running from the giant bowl ball in the maze before they have to dodge incoming arrows from the wall.

"Isn't this overkilled!?" Allen exclaimed.

"Damn, whoever this witch is, I am going to kill her with Mugen!" Sayaka growl with angry.

They were on the run for couple of minutes since coming into the Witch barrier that have unique traps. They have end up find themselves in a dead end.

_Strange… my radar eye says that the Witch is this way, but I don't understand…_ Allen pondered. He felt there is something he overlook.

"Great, that means we have to cut down this giant bowl ball." Sayaka said.

But Allen got a better idea on how to deal with the giant bowl ball.

"Hold on." Allen holding onto Sayaka in his arms, causing Sayaka to blush being close to Allen.

"W-What are you doing?" Sayaka asked, flustered.

"Crown Belt, extend!" Allen shout before the strings on his coat extend into the air and lift him and Sayaka high up into the air.

Just in time to avoid, the bowl ball from crashing into them and the giant ball then crashed straight into the wall. Soon Allen let them down gentle on the ground and released Sayaka from his arms.

"That make things easier." Allen said.

"_Allen-kun is really amazing! He thought of way to outsmart the trap you accident step on!_" Chibi Sayaka said in her mind. But this ends up making Sayaka feeling guilty about what happens.

"I'm sorry… Allen. This… is my fault." Sayaka said, timid.

"It's alright, Sayaka-chan. Besides this make it easy for us to find the Witch now." Allen said, looking at the hole in the wall.

"You're right… let's go in." Sayaka said.

* * *

While Allen and Sayaka are taken care of the Witch barrier, Madoka and Mami arrives at the arcade that the two went through earlier.

"We better hurry, Madoka-chan." Mami said with serious tone.

"But are you sure that you wants to get back to fighting again, Mami-chan?" Madoka asked with hint of concerns for the former Magical Girl. She is certainly that Mami can finally enjoy living a normal girl again without the burden of battles.

"Though I wants to retired from fighting, I can't sit aside while my friends are fighting." Mami answers with resolved.

* * *

The two Innocence wielders walk through the hole as they are out of the maze. They find themselves in an area with multiply screens.

In front of them is a large creature that they never seen before. The creature resembled what looks like hand held game, tentacles like arms, and the screen have two sinister eyes.

"_Please… someone stop me…_" a quiet female voice plead, making Sayaka and Allen look up into the air. They saw a young girl sobbing right above the creature's head.

"We will save you!" Allen shout. He hope that it possible for them to save those who already been Witches for a long time.

The Game Witch's buttons began to press down and summons right in front of them is small army of robotic soldiers.

"Looks like this is the final level." Allen said. "You're ready?"

"Damn I am!" Sayaka said with a serious expression.

The two charge forward as they taking on the robotic soldiers with their weapons.

Allen performance various martial arts moves and slashing the robot familiars with his claw. When one of the robot trying to shoot him, Allen brought up his jacket to defend himself from the blow and perform a jump kick at the robot's face. Then Allen grabbed the robot and using it as a shield to block from the incoming laser attacks while charging forward.

Sayaka block a sword attack from the robot before deliver a swing kick in the gut and then slash two robots away from her side.

"Kaichu: Ichigen!" Sayaka declared before swing her sword. Coming out of her sword are small swarm of supernatural creatures as they gone after the robots.

This caused the Game Witch become angry before buttons being buttons being press once again. Soon more robotic like soldiers appear in the place that being destroy by Allen and Sayaka already.

"You got to be kidding me…" Allen said with deadpanned expression.

"That is clearly cheating!" Sayaka exclaimed angry.

The robotic soldiers then charge forward before start attacking the two Innocence wielders. The two trying to fight them the best that they could, but these robotic soldiers are difficult than the previous ones.

"Don't tell me that the Witch making these harder than before…" Allen growl, blocking an attack and kicked a robot backward.

Sayaka is using both her sword and scabbard fighting against the incoming robotic soldiers. '_Damn, at this rate we won't get any closer to the Witch!_'

Suddenly out of the sky pink arrows and silver bullets rains down on the robotic soldiers and cause chains of explosion in the air.

"Madoka-chan?"

Madoka came to join them with an unexpected person that caused the two Innocence wielder to look surprised.

"Mami-chan…?" Allen looks surprised to see her here especially her new outfit.

Mami is dressing in an identical jacket similar to Sayaka, but she have black skirt than black shorts and carried what looks like a revolver with a cross on it.

"No way… Mami, you got a new tool like me…" Sayaka comment with awe expression.

"Do you think that we will let you guys take all of this?" Mami asked.

Mami turns around and firing more shoots from her new gun at the incoming robotic soldiers before following up with midair jump to the air.

The blonde Innocence wielder spotted the Game Witch and pointed her gun at the monstrosity.

"Judgement." Mami said before fired her new gun and release four shots at the Game Witch.

This made the Game Witch startled before flying out of the way from the bullets' path and that they struck the wall in the process.

"You may not know that my shoots won't stop even if you changed the direction," Mami said with serious expression.

Suddenly the bullets emerged from the wall and struck the Game Witch behind the back.

"We will take care of these familiars, Allen-nii." Madoka said to her older brother.

The Game Witch let out a growl as it commands the robotic soldiers to attack them, but the girls stand in their way. The white hair teen nodded before he charges forward immediately, run passing the robotic soldiers, with his claw like hands ready.

'_Hope this works…_' Allen thought to himself before jumping straight into the air and heading for the Game Witch.

"You're finished!" Allen shout.

Allen thrust his claw straight into the Game Witch's screen like eyes and twisted it immediately. This caused the Witch to scream immediately before more cracks appear and light shining from them in an instant.

Soon the robotic soldiers starting to vanished immediately as this made the Magical Girls look around at Allen who still pierce the Game Witch between the eyes.

"Is it working?" Madoka asked, curious.

Suddenly they heard the Witch starting to cracking immediately before the Witch monstrosity shatter, Allen spotted someone flow unconscious in the air and went straight to catch her immediately in bridal fashion before landing gently on the ground.

The white hair teen looks at the girl who resting in his arms, she looks like she is around his age with light skin, and short, light brown hair that is slightly curled. She also seem to be wearing what looks like a white dress and did not have any shoes on her feet.

Allen check the girl's temperature, her temperature is still warm and make him sighed in relief that this girl is alive. Soon the Witch barrier suddenly vanished completely before his friends catch up with him.

"Allen-nii, is she alright?" Mami asked.

"She is alright, though she is still unconscious." Allen response while looking back at the girl who resting in his arms.

"I can't believe that it actually work…" Madoka said in awe. That Allen somehow was about to rescued someone from being a Witch for a long time. This means it possible to rescued former Magical Girls who turned into Witches.

"Did you think she will remember her time as a Magical Girl and Witch?" Sayaka asked with concerned.

"I don't know… but anyway, we need to get her some place to rest." Allen said. "Is it alright if we used your place, Mami-chan?"

Mami nodded.

* * *

(Mami's apartment)

The unconscious girl was resting in a futon that Sayaka brought over from her home and resting in the living room.

Allen and others are watching over the girl who Allen just rescued from become a Witch for who knows how long.

"When do you think she is going to awake, Madoka-chan?" Allen asked to his sister.

"I'm not sure, but she needs a lot of rest now." Madoka said.

"I've been wonder about this… if we're keep save them, where are they going to live? They can't all stay in Mami's place." Sayaka pointed out.

"Well, we should check if they have any family members or relatives still alive." Mami suggested calm before have a down look. "Though most Magical Girls I knew in the past don't have parents." She added.

Allen nodded. "Yes, I think that may be the first thing we should check when she is awaken…"

The white hair teen then looks at Mami who holding Judgement. "By the way, Mami-chan. How did you obtain that gun?"

"Well, it similar to how Sayaka did. I meet a unique man who seem to know you…" Mami said, getting Allen's attention, "Do you know anyone named Cross Marian?"

"Cross Marian…?" Allen asked before the image of a redhair man with evil grinning appeared in his mind.

This cause the girls to move back due to Allen having dark aura as his teeth gritting and clenched his fist tightly.

_For some reason… I do not know why, but I feel a lot angry with him for some reason…_ Allen thought serious and darkened.

"Are you alright, Allen-nii?" Madoka asked with concern.

This snaps him out of his thought and looks at the girls. Allen scratch the back of his hair and looks away from them.

"Sorry, I got distracted…" Allen apologized, flustered. "But it a good thing that you can still fight with us, Mami-chan." He added.

This made Mami smiles as his words made her feeling warm.

"Anyway, we should go now since it getting late." Madoka said, looking at the clock.

"Don't worry, I will call you if I see any movements from her." Mami said.

It wasn't long until Sayaka and Madoka walking out of the door before Allen being the last one heading out of Mami's apartment.

"Wait, Allen-kun…" Mami said.

"What is it?" Allen asked, curious.

"I… I want to thank you for saving me from the virus." Mami said shyly.

"Oh, it was nothing. Beside I just paying back when you saved me when I was reckless…" Allen said. He cannot believe how long ago that was.

"Yes, that is why I want to thank you with something important." Mami said before coming toward him.

"What—" Allen was soon catch off guard when Mami kissed him on the cheek, this caused the white hair teen's face glow red.

"M-Mami-chan…" Allen stammered, looking at the blonde girl who have equal blush.

"Good night, Allen-_kun_." Mami said with blush before closed the door.

Allen just stood there and touched the place where Mami just kissed him. He can swears that his heart is beating more than usual.

Allen then soon walk to catch up with the girls who have conversation by themselves.

"What a long day…"

* * *

**AN: That is the end of this chapter with Allen saving another girl from being a Witch for who knows how long and Mami meeting Cross MarianXD**

**As for the girls that going to be saved from being turned into Witches, they won't have any relations with numbers spin off series of Puella Magica. That means I'm going to using girls from different series for them instead as the girl that Allen save was from one of them. **

**The next chapter will be much of a break chapter from the actions, but more focused on the bond between Allen and the girls.**

**Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


	14. Bonus Chapter 1: Beach Time!

**Toa Solaric: I don't own D gray man and Puella Madoka Magica! I hope you guys like the previous chapter and here is a special chapter for Allen and the girls.**

Innocence: Saint Exorcist of Puella Magica

Bonus Chapter: Beach Time!

The sky was bright and there is less clouds in the sky as the passengers getting off the bus. They were enjoying the view of the ocean right in front of them.

"Well girls, we're here." Allen said with a smile.

"There are so many people here…" Sayaka said.

"So this is the beach…" Mami said with amazed expression at the beautiful scenery.

"Yeah! It been a while since our family went to the beach together." Madoka said, holding her own bag.

Allen looks at the girls and noticed one of them is missing, "Huh? Where is-"

"Beansprout, over here!" Allen and the girls turn to see Kyoko already on the beach.

"That is not my name!" Allen shout.

"Anyway, we need to beat people for the good spot on the beach or else." Kyoko said with a serious expression before heading off immediately.

"I can't help but agree with her… But last one there is a rotten egg." Sayaka said before running forward.

"Wait up, Sayaka-chan!"

* * *

(**Play Light of Hope by Kenichi Maeyamada**)

***Music play***

The scene shows Mitakihara before dark clouds start gathering and covering the entire city.

**Zetsubō no umi tojiru tobira **

Soon the title *_Innocence: Saint Exorcist of Puella Magica_* appear in front of the screen.

**Ikubaku mo naku kieru hikari **

**Amaku sasayaku kurayami **

Allen is currently sitting on top of building, looking down at his left hand which have a glowing cross on it as he remembered the time he spends with his friends. Behind him appears an older Allen who is wearing the uniform of the Black Order.

**Niritsuhaihan de madō kanjō**

**Docchi darō wakaranai**

Allen and Nea appear giving the back to the other.

But behind them was the original Millennium Earl appears giving his typical smile.

**Chikara makase ni nejifusedomo**

**Nani ga kawaru tte'n darō**

Allen who have an angry look on his eyes is standing in front of Nea, who smiles maliciously. Soon Allen's Crown Clown clashes against Nea's sword.

**Dōshitemo I Can't I Can't ugokenai**

Homura and Madoka are in the top of a building but the city is being attacked by Walpurgisnacht and thus is in ruins and burning.

Both girls are not transformed and Madoka bury her face on her hands and start to cry while Homura looks at her with an stoic look on her eyes.

**Tsunagaru... tsunageru... ai no ne... koto no ha**

Falling into the darkness are Madoka, Mami, Sayaka, Homura, and Kyoko while watching them is none other than a mystery man with golden eyes.

**Karuma wo... idaite... nigenai... datte**

Then an image shows from left to right all friends and family of Allen and the others girls in Mitakihara.

And then...

First Homura dressed in her magical girl outfit appears with her stoic glare and glasses on her face... but quickly she smiles and then the image reveals that Kyouko, Sayaka, Mami and Madoka are with her and all are wearing a female version of the uniform of the black order.

And they seem to be cheering for someone.

**Boku no koto koeru no wa boku dake shikai nai'n dakara.**

The person who they were cheering turns to be Allen, who with a smile on his face activates Crown Clow.

**Ashita wo tsukuru no wa nikushimi nanka janai**

And then Allen is seen performing acrobatic tricks in front of a crowd of people that are cheering for him in the middle of the city.

**Egao de hito wa tsuyoku naru**

Then Allen bows to his public and looking at the blue sky he sees the image of Madoka, Mami, Sayaka, Kyouko and Homura, all of then in black order uniforms and smiling.

**Yami wo kakiwake susume**

Allen is running towards the Level 3 Akuma with Crown Clown ready for a battle... but in the sky the image of a sad Hitomi can be seen.

**Tsurai toki koso warae**

A serious Homura with her arms crossed can be seen looking at the city from an abandoned building.

But behind her can be seen 2 Homura, the first is the Homura that existed before being a magical girl and the second the Homura who wears the uniform of the black order.

**Ai du birību in maiserufu**

Allen then is seen walking alone in the streets of an abandoned city, but he is smiling.

**Shinjiterunda**

Then in middle of that street he bows once more but this time to an imaginary public.

**Hajimaru! Shōtaimu!**

The final shot is Allen and the Puella Magi being together watching the sunset from Mami's home.

* * *

Allen and Sayaka are helping setting up some parasol on the empty space on the beach that Kyoko find by herself. Madoka is out close to the beach as she looking for seashells to bring back.

Mami can't help feeling eager especially this is her first time being on the beach as she watching every sights she never experienced. Is true that she never been to the beach before since her parents are busy in the past, but she never imagined she actually coming to the place.

_I still can't believe that Allen-kun brought us out here for a break…_ Mami thought as she can't help remember the meeting that they have few days ago.

(**Flashback: Few days ago**)

_In Mami's apartment, the girls even Kyoko are gathering as the white hair teen have an announcement to make._

"_We're going to the beach!" Allen announced._

"_Say what!?" Sayaka asked as she and others are surprised by Allen's announcement. "W-Why are we going there?"_

"_Are there any Witches there…?" Madoka asked with concerns._

_But the white hair teen shaking his head to his sister's question. "No, there is no Witches there, Madoka-chan." Allen said._

"_But why are we going there, Allen-kun?" Mami asked._

"_I've been noticed that we busy and never have the chance to relax from the Witch affair. That is something I won't allowed." Allen explains._

_This caught the girls by surprised. Allen brought up a point that they been doing nothing major except normal life and training to prepare themselves if Witches appeared._

'_Wait… if Allen-kun decide that we're going to the beach that also means…' The blue hair girl have a blush on her face in realization._

"_The beach, huh…" Mami ponder._

"_What's wrong, Mami-chan?" Allen asked._

"_Mami-san never actually been to the beach before." Madoka answers._

"_I see. Then this will be a good experience for you!" Allen said._

"_But who is going to pay for our ride…?" Sayaka asked, nervous._

"_It will be me!" Allen declared proudly before slammed his fist to his chest._

(**Present**)

_Allen-kun is eager for this trip to help us to relax…_ Mami thought to herself. She was a bit concerns about leaving their guest alone, but Allen went ahead and asks someone in the hospital to help looking after her since she is human.

"Are you sure that you don't need my help with paying, Beansprout?" Kyoko asked, curious.

"No need, Kyoko… I saved a lot for special occasion like this." Allen said. But he did remember hearing rumor of a vicious player known as the Red Satan who been winning more in poker than the infamous White Devil.

_There is no way I will be outdo by someone who I taught for a week…_ Allen thought serious to himself.

"A-Allen…"

The white hair teen turns around and he can't help that his eyes went wide at the swimsuits that his sister, Sayaka, and Mami are wearing.

Madoka is wearing a one piece pink colored swimsuit.

Sayaka is wearing two piece swimsuit and their colors are blue-orange. She also have a flustered expression on her face when Allen is looking at them.

Mami is wearing two pieces green swimsuit and have one arm under her bosom.

"H-How do we look?" Mami asked shyly.

"You girls look great." Allen said with a bright smile. "What about you… Kyoko?"

Kyoko just let out a smirk before removed the ribbon on her dress and removed to reveals a blue one piece swimsuit beneath the dress. "Even after hearing about the trip, I got to try this out." She said. "Well? What do you think?"

"Whoa…" Allen comment with slight surprise.

"You really are flat…" Sayaka remarked, stares at Kyoko's swimsuits.

This causes a tick mark on Kyoko's head when she hears that and glares at the blue hair Innocence wielder. "How dare you calling me that! You're flat as well!" the redhead argued, glaring.

"But unlike you, I'm still growing! I am sure that I will be bigger than you!" Sayaka retorted, glares back at the redhead veteran Magical Girl.

"Is that so?" The two girls stares at each other with sparks flying between them.

Before they could continue with their argument, the blonde hair girl intervene with her infamous smile on her face.

"Now, now… you two better not think about fighting here? Do I make myself clear?" Mami said with her infamous smile spread on her face.

This causes Kyoko and Sayaka hugging each other before they nodded to the blonde hair girl. Even though she lost her power as Magical girl, she was still one of the feared person among the group.

"W-We won't fight each other…." They said in robotic like tone.

* * *

Like they promised that they won't fight against each other while they were at the beach though it won't stop them from glaring at each other. Though he have no idea where the redhair girl gone, but he is sure that she is hanging out somewhere. Allen then watch Madoka walking across the shore and picking up seashells with Sayaka, he can't help but smiled.

"Oh, Allen-kun~!" The white hair teen turns around to see Mami resting on her towel with her back bare back showing up. Her top was on the right side. "Can't you come here?"

_W-wait… I see this scene before…_ Allen thought blushing before approaching her slowly.

"Allen-kun, will you like to put sunscreen on my back for me?" Mami asked sweetly, showing the sunscreen contain.

This causes Allen blush hard at Mami's sudden offer. He was right that Mami going to ask him do that. He was never offered to put sunscreen for a girl before on the beach.

"Really?" Allen asked.

"Please, Allen-kun~! I don't want to get sunburn… and I trust you." Mami pleaded cutely.

"Oh, alright…" Allen said before making a decision immediately. This is a once and a lifetime opportunity. He come closer and takes the sunscreen into his hand. He then looks at Mami who waiting for him while seeing her back at the same time. '_I can do this… I saves girls from being Witches and I am still skillful at winning in poker, why should I feel nervous about putting lotions on a girl's back?_'

Soon Allen sat on his knees before open the bottle. The white hair teen pour some on his hands before rubbing them together. Allen then looks back at Mami's expose back before he takes the choice and places his hands on her back.

Without thinking, Mami let out a small moan after Allen places his hands on her bare back.

"Mami-chan…? Are you alright?" Allen asked, slight nervous and alarmed. Did he do something wrong?

"No… Allen-kun…" Mami said with a flustered expression. She never imagined that she would be turn on when Allen touched her bare back.

"P-Please continued…" The blonde hair girl pleaded.

Allen nodded before he placed his hands back on Mami's back and continued rubbing the sunscreen on her back. While Allen rubbing her back, Mami continued letting out soft moan coming from her own mouth as she enjoying bit of it.

Unknown to them, Sayaka was watching the scene while Madoka busy looking for more shells. She can't help feeling a bit jealous boiled within her when watching Allen giving lotion to the blonde hair girl now.

"_Why aren't you doing anything? She is taking our man away from us!_" Chibi Sayaka said within her mind.

"Sayaka-chan? I am going to look for more shells." Madoka said.

"You go on ahead, Madoka." Sayaka said as the pink hair girl soon made off to another area.

Allen hears something being remove and turned around as his face turned even redder. Sayaka with a flustered expression as she in a similar position with her tops off her chest and bare back showing.

"Sa-Sayaka-chan!? What are you doing here?" Allen asked, with shock expression.

"A-Allen, I want you to do my back as well…" Sayaka said shy before showing her back to Allen. "Is it alright with you…?" she asked cutely.

_When did Sayaka-chan sound so cute…? Is this a weird dream?_ Allen thought before shaking his head.

"O-Oh, alright…" Allen said before focusing his attention on the young blue hair girl.

Like Mami, Sayaka let out a small moan while Allen rubbing her bare back.

"Allen-kun, put more on me…" Mami said.

"Oh, alright… hold on a second."

"Put more on me… Allen," Sayaka pleaded with puppy dog eyes.

"Alright…" Allen looks at both girls before put more lotion on his hands before rubbing the girls' back. This cause the two girls moan when they felt Allen's hand on their back.

Suddenly Madoka and Kyoko come back as they saw the white hair teen rubbing the girls' back with lotions.

"Allen-nii, I want some too!" Madoka said, doesn't want to be left out.

"If he is giving them for free, I won't mind." Kyoko said.

* * *

Allen take a bit break from rubbing his hands on the girls' back with sunscreen. He is currently refereed the girls in a two vs two volleyball match.

On one team was Mami and Kyoko.

And other team was Sayaka and Madoka.

Mami was the one who server the volleyball over the other team's net first.

Madoka saw the volleyball coming before bounced it into the air.

"Sayaka-chan!" Madoka said to her friend.

"I got this!" Sayaka said before the blue hair girl slammed the ball back to the other side and hope for a victory.

"Nice try!" Kyoko shout before she jump up in the air and slammed the volleyball back to their side.

Sayaka wasn't able to stop the ball in time when it made a small crater within the sand already.

"Whoa…" The two Kaname siblings sweatdropped at the sight of the small crater within the sand. Though this supposed to be a sort of vacation for them, but Kyoko seem to be serious.

"Hehehe… even though you lost your Magical girl power, doesn't mean that I won't take you serious." The redhair girl said with a grin.

"Is that so?" Sayaka said before pulling the ball out of the crater in the sand. "I am not done yet!"

Soon they have more match as Kyoko and Sayaka trying to counter each other's blows from another. Though Mami and Madoka did a little help, but the main players who take the game serious are Sayaka and Kyoko. Allen keep track of the score and the game almost tie once again.

"You'll go down!" Kyoko slammed the ball into the air and far high into the air.

Sayaka soon ran after the ball and hope she could make it before it crashed straight to the ground. But she wasn't paying anything attention to where she was going.

"Sayaka-chan, watch out!" Madoka's voice came out too late and Sayaka crashed straight to Allen who been standing there. This cause the two land straight to the ground immediately.

"Huh…?" Allen's eyes can't help but wide as his face was inch close to Sayaka's face. Sayaka, on the other hand, feeling her entire face starting to heating up when being this close to her crush. Their faces were close enough for their noses to touch.

It take all the resistance for Sayaka to have in making sure she doesn't kiss Allen in front of others. She is not ready to go into a competition with her own best friend for her step brother yet.

"Umm… Sayaka-chan, can't you get off of me?" Allen asked, slight nervous tone.

"S-Sorry, Allen…" Sayaka stuttered in embarrassment before getting herself up from the ground.

* * *

Allen and Kyoko are looking at a small poster for a hotdog eating contest and there is a large money reward for it.

"So beansprout, are you going to enter the contest?" Kyoko asked.

"Of course. After all, I've won dozen of eating contests before this one." The white hair teen replied. When it comes to the opportunity of free food, the white hair teen won't passed up on the challenge.

"I'll bet that I will win before you do." Kyoko said with a grin.

"I see… Won't you be worry about getting fat?" Allen asked to the redhead.

"I do a lot of running around, so I can stay fit." Kyoko said with slight irks. "But I am sure that you are scared about your bell exploded after so much food."

Soon there were aura glowing around the two as they stared at each other. There seem to be spark of challenge occur between them.

"Do you really want to test me badly much, Kyoko?" Allen asked darkly to Kyoko. "I am sure that you won't last long."

"But I wonder if you're a manly to accept defeated…" Kyoko said with equal darkly expression.

"…You're on!" They said at the same time before heading straight to the competition stand.

Fortunately, they were the last to attending of the food competition though they have to sneak into town so no one will be suspicious of them. Allen and Kyoko are sitting with each other among the many competitors who enter. They weren't really cared about the others as they're more focus on each other.

"On you mark…. Get set…. EAT!" The announcer said, blowing the whistle in his hand.

Without waste any second, the competitors starting eating the hotdogs on the table. Both Allen and Kyoko grab more than others as they're chewing down the hotdogs.

(Few minutes later)

It wasn't long until more contestants have already passed out from eating dozens of hotdogs. But Allen and Kyoko are still keep going when consuming the hotdogs. They even try to reach for the closes hotdogs before the others did.

This left many with disbelief expression as they never encounter two people can able to withstand eating that many hotdogs when many have passed out in the process.

"60 seconds left!" The announcer said, watching the clock.

But Allen and Kyoko knows that this match will ends as they saw the last hotdog. Soon the two sprang forward in grabbing the hotdog before the others did. But before Kyoko reach for the hotdog, she suddenly felt pain in her stomach as this lead to Allen getting the hotdog and consumed it in the process.

"Winner!" The announcer said to make people applaud for Allen.

After Allen get the prize money, he return to see Kyoko consumed a large glass of water from eating all those hotdogs.

"Kyoko, are you alright?" Allen asked to the redhead who drinking a large glass of water.

"Not bad… Beansprout, but know this…" Kyoko said before glaring at him. "This isn't over in a long shot!" she might lost to him in eating contest, but it definitely not over in a long shot.

"I will take you on anytime," The white hair teen said with a smirk.

Before the two can continued arguing, they heard some people talking about them.

"Hey sweet, don't you think those two are cute together as a couple?" One woman asked to her beloved.

"Indeed. Especially him showing his concerns for her..." The man said with a teasing grin. "Do you think they will get together?"

This ends up causes both Kyoko and Allen to blush at the comments about them being a couple.

Allen never imagine that they would paired him with Kyoko out of all the people. Especially with her snarky behaviors and altitudes.

Kyoko have a similar thought like the white hair teen. Her face is almost red as her hair. How dared they think she will _like_ Beansprout in that way?!

"A couple…? What in the world are they thinking?" Kyoko said with red face. "We are definitely not a couple!" she denied.

"T-They should have weird sense of imagination…" Allen mutters.

* * *

Madoka looks at others having fun on the beach and can't help feeling happy as the sun start soon coming down. It hard to believe that it changes from her and Mami to many people. This brought up a smile on the pink haired Kaname. Her brother was right that they need a personal vacation from the fights against Witches and school lives been affected them.

Kyoko mention that there will be a firework display in the sky, this made Allen and the girls look quite excited especially coming to the end of this special day.

Madoka suddenly thought about Witches. Like others, she was shocks when learning the Witches were originally former Magical Girls after their Soul Gems turn dark. This thought suddenly caused Madoka's smile soon turns into a frown in an instantly.

All this time she claims that she was fighting so that no one else to suffered losing someone important in jaws of the Witches. Just to save her older step brother who starts to become part of her family. She was no better as she hurt fellow Magical Girls without realizing. Who knows if they have family members who will missed them?

_Is what am I doing really consider protecting those I cared about…? By taking another person's life away?_ Madoka thought grieved and sorrow.

"Is everything alright, Madoka-chan?" Madoka looks up to see her older brother joins her by sitting down on the sand. "You seem to be down. Aren't you having fun?" He can't help feeling a bit worry if Madoka wasn't enjoying herself on the trip to the beach.

"No. This is really fun, Allen-nii. You were right that we should have time to relax for ourselves." Madoka assured to her big brother with a small smile. "I-It just…" she hesitated of speaking out her miserable thoughts to her older brother.

"Then what is it, Madoka-chan? You can tell me what troubling you." Allen replied soft. If it wasn't coming to the beach, what bothers his precious little sister?

"It… still hard for me to think that Witches were former Magical Girls, all this time I've been fighting to protect those I cared about and destroying them. Making sure that no one will have to endure what we experienced. Was I doing the right thing by taking away someone's life? Is it really consider protecting?" Madoka asked to her brother.

"I see… I don't blame you when thinking of that." Allen said before looking at his left hand. "But you didn't know who the Witches were was and there wasn't a way to reverse what happened to them back then. However, you still saved them from a lot of pain and suffering as Witches."

"Save them…?" Madoka asked, doesn't get what her brother was saying. "How?"

"Indeed. You did. Though they won't be able to go back to their original forms or seeing their love ones again… I think that they glad there was someone stop them." Allen said. Thinking back to the ghost girls who want them to save them from the pain.

This made Madoka looks totally surprise at her brother. Though Allen knows that others aren't struggle with this problem like his little sister because they know what they did is necessary.

"If you wants to do more in saving those lives, I can return your Soul Gem back to your body and you get a weapon." Allen said. After purified both Sayaka and Mami, he realized that he somehow give them tools similar to his claw hand in help purified those who were stuck as Witches.

"I will think about it…" Madoka said, but can't help stop smiling.

"Allen, they're starting the firework!" Sayaka shout to him and Madoka.

"Let's go, Madoka-chan. We won't want to miss this chance of seeing firework." Allen said before offering his hand.

"Hai!" Madoka said happily before accepting her brother's hand. The two siblings soon catch up with others when they saw fireworks in the sky.

* * *

Back in the city, Homura was seeing watching the residents having fun by themselves with sorrow expression. She didn't want to interact with them since it hurt thinking about what she did to her friends who left on a trip recently.

Though she haven't made any contact with her friends when she was away. Homura was trying to think about how she is going to apologize to them before she ends up meeting them again. So far, she come up with nothing at all.

_This city is lonely without them…_ Homura thought sadly to herself.

* * *

Elsewhere in the city, Nea and Akuma was watching the Kaname family without making their presence known. He knows that his nephew is out with the girls in the trip, so he decides to spy on the remnant Kaname family who are at home.

Suddenly the wind blow passed them as it caused Nea to looks up in the sky.

"**Noah-sama, I feel something ominous coming…**" Level 4 Akuma said, can't help but feeling a slight dread in the feeling.

"You aren't the only one…" Nea murmured. Whatever causing the suddenly dread feeling in him and his pet must be really strong. "But things are going to be interesting here…"

* * *

**AN: That is the end of the beach chapter. So what do you think of the chapter so far? Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


	15. Innocence Over Magic!

**Toa Solaric: I don't own D-Gray Man and Madoka Puella Magica, they belong to their respective owners, I only writing this for fun also I only own is my OCs and the plot itself. It felt like a long time since I did a chapter for this fic for a while. I hope you guys are enjoying the story so far.**

**I am glad that everyone like the Beach Bonus chapter so far, but now it time to return to the storyline itself. **

Innocence: Saint Exorcist of Puella Magica!

Ch13: Innocence Over Magic!

Allen can't help feeling good today as the trip to the beach was good before he walking out of the bathroom. He and the girls have such a great time especially the firework display that ends the special day before they went back home.

But there is one thing been bothering him after waking up.

What happens to Homura Akemi and where is she now?

It has already been a few weeks since he and others last seen the black hair magical girl before she disappeared off the face of the map. No one seems to know the whereabouts of the black hair girl either. Others aren't bothered by her disappearance since they haven't forgiven her for what she did. Allen still can remember when she was the one who revealed the truth about the Magical Girl and Witches before try to kill him for making Madoka a Magical Girl in the first place.

The white hair teen isn't sure what he felt, but he can't help feeling slight worry about the black hair girl even after her attempted to kill him.

Not to mention there are questions I want to answer… Like why she is quite protective of Madoka-chan even though they know each other for short time… Allen thought to himself before coming down the stairs.

He soon got out his thought when he hears the phone rang and recognized the numbers on the caller ID immediately.

"Oh, Hinata-sensei? How are things going?" Allen asked, surprised at hearing the voice of a friend of the Kaname family.

But what he about to hear made the white haired teen's eyes wide like dinner plates.

"What? Is she awake? Are you sure, Hinata-sensei?" Allen questioned, serious.

"…"

"Alright! I will be there soon as I can!" Allen said before closing the phone.

Madoka and Tatsuya are eating breakfast before they saw Allen grabbing the toast and getting onto his shoes.

"Allen-nii, where are you going?" Madoka asked, noticing her older brother seem to be in a hurry even though he doesn't have school now.

"Sorry, Madoka-chan. There is no time to explain!" Allen said before he leaves the Kaname residence immediately.

* * *

(**Play Light of Hope by Kenichi Maeyamada**)

***Music play***

The scene shows Mitakihara before dark clouds start gathering and covering the entire city.

**Zetsubō no umi tojiru tobira **

Soon the title *_Innocence: Saint Exorcist of Puella Magica_* appear in front of the screen.

**Ikubaku mo naku kieru hikari**

**Amaku sasayaku kurayami **

Allen is currently sitting on top of building, looking down at his left hand which have a glowing cross on it as he remembered the time he spends with his friends. Behind him appears an older Allen who is wearing the uniform of the Black Order.

**Niritsuhaihan de madō kanjō**

**Docchi darō wakaranai**

Allen and Nea appear giving the back to the other.

But behind them was the original Millennium Earl appears giving his typical smile.

**Chikara makase ni nejifusedomo**

**Nani ga kawaru tte'n darō**

Allen who have an angry look on his eyes is standing in front of Nea, who smiles maliciously. Soon Allen's Crown Clow clashes against Nea's sword.

**Dōshitemo I Can't I Can't ugokenai**

Homura and Madoka are in the top of a building but the city is being attacked by Walpurgisnacht and thus is in ruins and burning.

Both girls are not transformed and Madoka bury her face on her hands and start to cry while Homura looks at her with a stoic look on her eyes.

**Tsunagaru... tsunageru... ai no ne... koto no ha**

Falling into the darkness are Madoka, Mami, Sayaka, Homura, and Kyoko while watching them is none other than a mystery man with golden eyes.

**Karuma wo... idaite... nigenai... datte**

Then an image shows from left to right all friends and family of Allen and the others girls in Mitakihara.

And then...

First Homura dressed in her magical girl outfit appears with her stoic glare and glasses on her face... but quickly she smiles and then the image reveals that Kyouko, Sayaka, Mami and Madoka are with her and all are wearing a female version of the uniform of the black order.

And they seem to be cheering for someone.

**Boku no koto koeru no wa boku dake shikai nai'n dakara.**

The person who they were cheering turns to be Allen, who with a smile on his face activates Crown Clow.

**Ashita wo tsukuru no wa nikushimi nanka janai**

And then Allen is seen performing acrobatic tricks in front of a crowd of people that are cheering for him in the middle of the city.

**Egao de hito wa tsuyoku naru**

Then Allen bows to his public and looking at the blue sky he sees the image of Madoka, Mami, Sayaka, Kyouko and Homura, all of then in black order uniforms and smiling.

**Yami wo kakiwake susume**

Allen is running towards the Level 3 Akuma with Crown Clown ready for a battle... but in the sky the image of a sad Hitomi can be seen.

**Tsurai toki koso warae**

A serious Homura with her arms crossed can be seen looking at the city from an abandoned building.

But behind her can be seen 2 Homura, the first is the Homura that existed before being a magical girl and the second the Homura who wears the uniform of the black order.

**Ai du birību in maiserufu**

Allen then is seen walking alone in the streets of an abandoned city, but he is smiling.

**Shinjiterunda**

Then in middle of that street he bows once more but this time to an imaginary public.

**Hajimaru! Shōtaimu!**

The final shot is Allen and the Puella Magi being together watching the sunset from Mami's home.

* * *

Madoka let both Sayaka and Hitomi into the house before they enter the living room. They have a group assignment as the three girls decide to work on it at Madoka's house.

"So Madoka… where is your brother?" Hitomi asked, curious if the white hair teen.

"Sorry, he kind of left earlier in the morning after talking on the phone…" Madoka said.

Unknown to both girls, Hitomi's fist clenched tightly. Once again, Allen is off to somewhere and doing something.

"Who was he talking to?" Sayaka asked, curious.

"Well… I think it was Hinata-sensei." Madoka answer, rubbing her chin.

"Isn't he a friend of your parents?" Madoka nodded to Sayaka.

"Anyway, why don't we focus on our project?" Hitomi asked to her friends.

* * *

Allen arrives at Mitakihara University Hospital after running down the street with a hamburger in his hand. On his way to the hospital, he stops by a restaurant to get some hamburger so he won't run hunger when running straight to the place. Once he enters the place, he looking for someone in the building and finished his last burger.

He soon saw a man around the age of thirty with nice combed brown hair, wearing a blue shirt and doctor jacket talk with a nurse.

"Hinata-sensei!" Allen called out.

The brown hair man turns around and smiles to see the white hair teen. He soon approached the white hair teen.

"Oh, Allen-kun. It's nice to see that you made it." Ryuji Hinata said with a smile.

"I did… is what are you saying is true, Hinata-sensei? She is awake?" Allen asked.

"Indeed. You were the first thing she was asking after awaking from her coma." Ryuji said with a serious expression. "But I discover something about the girl you brought in when I was checking on her condition. She doesn't remember much of her past except her name."

This made Allen tense. "Amnesia…?" This made Allen ponder. He never thought there is a possibility that saving someone from being a witch for a long time would result in them losing their memories of their past. Then again, will they be sane if they find what they did as Witches?

Ryuji nodded. "I don't know what cause her to lose her memories due to not have any physical blows on her. We are still looking for clues to her past. But I am relief that Nanami-san is alright when you find her." This made Allen looks up from his thoughts at the doctor.

"Nanami? Is that the girl's name…?" The doctor nodded.

"Is it alright, if I meet her?" Allen asked, wanting to see the girl in person.

"Of course. I am sure you remember the room number, Allen-kun." Ryuji said.

"Thank you, Hinata-sensei." Allen said with a smile.

"And Allen, I don't know how you find her… but I want you to be careful." Ryuji warned with a serious expression. Allen nodded before he went to the elevator.

After getting on the elevator, the white hair teen passed couple rooms with numbers before he went into one room. He knows this is the right room as he opens the door and went inside.

There he saw the girl he rescued from being a Witch before him, eating the hospital foods in her bed. Nanami. It hard for him to believe that she is awakened right and eating food now. When Allen close the door behind him, the girl turns around and stares at him.

An air of awkwardness filling the air as they looked at each other.

It didn't last long, however, as Allen decided to speak up.

"Umm… Hi there?" Allen said with a wave of the hand, trying his best to get a reaction from Nanami.

The girl didn't touch her food for the most part but shyly waved back at him, almost unsure of what to do. Allen saw this and waved his hand.

"It's okay, I'm not gonna hurt you," Allen said.

The girl remained silent, but she seemingly relieved.

"You… so I wasn't dreaming when I saw you saving me… from the pit of darkness." Nanami said in a quiet voice.

Even though she didn't have her memory, but remembers that I saved her… Allen thought to himself. He soon finds a chair next to the girl and sat down as the two stare at each other briefly.

"So you remember… me?" Allen asked, curious.

"I… I only remember that you appeared to me in the cold of darkness and everything become warm… Exorcist- the," Nanami spoke as this made Allen blinks.

"What did you call me?" Allen asked, looking confused.

"Exorcist-sama." The light brown hair girl repeated. "For some reason… I thought that I should call you that and fitting." Nanami said with a confused expression.

Because I saved her… she ends up calling me Exorcist-sama… But why Exorcist-sama? Allen thought to himself. It makes sense that he is sort of exorcist due to him being repelled dark entities from them. "Alright. Let's start over. My name is Allen Kaname. I'm a student at Mitakihara High school and have two younger siblings. As for how I find you… it's a strange story that I am not sure if you remember. Our first meeting wasn't exactly peaceful." This made Nanami blinks in confusion.

"What do you mean…?" Nanami asked, confused.

"You can say that you were possessed by something and attack people before I got rid of it. But you somehow ends up having amnesia because of it." Allen said.

This made Nanami have a bit sad expression. "D-Did I hurt you in anyways?" she asked.

Allen shakes his head and smiled. "It wasn't your fault for what happens back there. What happens in the past, we always have to keep moving forward, Nanami." Allen said. He can't help feeling a bit bad for Nanami. '_That is right. She isn't responsible for what happened. The Witches are formed from the negative energies when the Soul Gems turn black. They have no control over what happens when the Witches overtook them and were forced to watch helplessly when they consumed innocent people._' He reminded to himself.

This made Nanami looks surprised at his words before having a downward expression. She can't help feeling a bit warm from hearing the words of her savior.

"… What am I supposed to do now? Do you think my family is still looking for me?" Nanami asked with worried and confused.

"I guess you should still rest after what happens, Nanami. I am sure that your family might be looking for you." Allen said with a reassured smile.

* * *

In what looks like an alley with stars on them, Kyoko is seeing chasing what looks like a jaguar crossed with a UFO on its back through the area.

"You won't escape!" Kyoko shouts in pursuing of her target.

The Familiar jumps up into the air before firing couple of lasers at her, but the red hair girl saw it coming and leap out of the way. She then continued with her pursuing against the Familiar itself.

She soon sends an incoming barrage of her spears at the Familiar. Though the Familiar dodge a couple of them before being impaled in the shoulder.

Soon the Familiar saw Kyoko coming down with her spear. Before the redhead, magical girl could even land a blow, a white blur from out of nowhere and kicked her away from the Familiar itself.

Kyoko skidding away before getting a better look at her attacker who happens to be another Magical Girl though her appearance is cover in a green hood like a cloak with yellow highlights on the end of the edge, wearing a green and yellow blouse and skirts along with hunting boots. She also wears gloves metallic fingertips with wire threads running through them. The shadow of her hood hiding her face while she stares at the redhead Magical Girl.

"A-A another magical girl…?" Kyoko gasped with surprise. "Who in the world are you?!"

"…" The green cloak Magical Girl didn't say anything as she looks back at the Familiar who decide to leave the area.

"If you aren't going to answer anything, then I will make you…" Kyoko growl before charging at her.

The mystery magical girl snapped her fingers before Kyoko trying to thrust her spear at her. Suddenly Kyoko looks shocked to see her being a catch in mid-air and couldn't move due to the strings binding her body hard.

"Strings…?" Kyoko couldn't believe her own eyes. How could there be strings so strong to force her back?

Soon the mystery Magical Girl then wave her hand forward as Kyoko being thrown backward in the process, causing the redhead to gasp in pain. Then the mystery Magical Girl in the green hood then gathering the string in her hand before materialized a large lance in her hand and charging forward.

"Kaichu: Ichigen!" The green hood magical girl jumps out of the way as a swarm of supernatural creatures emerging in front of her.

Kyoko who still daze could see the appearance of Sayaka who arrives in the area.

"You? What are you doing here?" Kyoko asked, confused.

But Sayaka's attention wasn't focused on Kyoko, but the mystery Magical Girl who can make a weapon from strings. She soon charges straight at her with her sword, but the mystery hooded girl blocked with her makeshift spear and then went straight for impaled at her.

But Sayaka who used her hilt to bounced off the attack as she went for another slash on the hooded magical girl. However, the mystery magical girl then did a backflipped as she leaps few feet away from the two.

"…"

"So who are you anyway? You don't like one of Mami's old pals…" Sayaka said, holding Mugen ready. After seeing what she could do to Kyoko and made a conclusion that her weapon happens to be those strange gloves she wore.

"And what is your game, anyway?" Kyoko question serious, getting herself up.

The mystery Magical Girl didn't say anything before she turns around and starts walking away. They were about to pursued her, but she jumps on top of the building and ran away.

"Who in the world was that?" Sayaka questioned.

"I have no clue… especially her ways with strings." Kyoko said before reversal back to her casual clothes. "But what are you doing here?" she questioned.

"I was passing through before I seen your ass got kicked… after she allows that Familiar to get away, Flatness." Sayaka remarked, making the redhead's eyebrow twitching at the name. Though she is curious about who the new Magical Girl was.

"Don't call me that…" Kyoko growl.

"Then don't call Allen Beansprout and may I remind you that make you look even more childish," Sayaka pointed out.

"T-That is none of your business…!" Kyoko hissed before walking away from her.

Kyoko then looks at her Soul Gem which is starting to taint nearly up to the roof. She got out her last Grief Seed to remove the tainted away and crushed the empty seed as she throws in a nearby trash.

Even after finding out that the Grief Seeds used to belong, former Magical Girls, it made Kyoko feel bitter at the fact how Kyuubey used them like farm animals after learning their goal from the white hair teen.

She thinks about Sayaka and her former mentor as they're no longer Magical Girls as they have weapon to overcome against the Witches to save them. Though they lost their previous power as Magical Girls which is the downside.

But Kyoko is also concerned about what Kyuubey would do if he continued stays on Earth and keep granting wish for young girls. She did try to kill him when he was unguarded to get rid of him, but she learns that Kyuubey has access to a spared bodies whenever he pleased.

_But first I definitely need a new weapon… _Kyouko thought to herself.

* * *

Homura taking heavily breathing from her training routine before getting herself up again. She is doing a jogging on the bridge for quite a while and lost track of how long she been doing.

"I need to get stronger…" Homura mutters to herself before she drank her last bottle of water. She didn't want to waste any time. She needs to get strong. She wants to get stronger to prepare for the worse witch coming. But she wants to also face Madoka and the rest of her friends as well. Though her ability to stop time useful, but it didn't do anything to make her keep up with others. Most of all, she wants to apologize to the person she tries to killed due to her own personal judgment affect her. The person who happens to be the triumph card to save them from the cycle of Magical Girls and Witches.

Unknown to her, the person she never expects showing up was watching her. Allen happens to be passing by the area and spotted the black hair girl by herself on the bridge. He was about to head for home before notices her.

"Homura…?" He is surprised that the black hair girl was here the whole time. Though he wanted to speak up, the white hair teen is a bit curious about what she doing. It looks like she is practicing for the marathon or something?

As she about to make it to the other side of the bridge, she felt her body began to sore immediately and struggle of maintained her balance before she falls straight into the river.

"Shit!" Allen cursed before he went after the magical girl falling down the river as he trying to catch up with the unconscious black hair girl.

* * *

Homura let out a groan before she starts to stirring up. She soon opens her eyes before finding herself resting near a campfire.

"W-where—?" she started, looking confused. The last thing she remembered was falling straight into the river and blackout completely.

She then hears a voice that she would never expect to hear so sooner.

"Nice to see that you're awake, Homura-chan." Homura turns around to see one person she never expects to see right now. Her eyes cannot help but wide like dinner plate right now. Even if she swore this must be a weird dream. The one person who she never expects would come to her rescue as she thought that she was still sleeping.

Allen Walker.

And the white hair teen is sitting next to her. Allen has a cheerful expression on his face.

_But what are you doing here?_ Homura thought confused. She is wary if he is here to seek revenge against her? What about others? Are they here as well?

"I saw you were training by yourself before you accident falls from the bridge," Allen answers as if he can read her mind.

"…"

"I couldn't leave you here, so I brought us some snacks," Allen said, taking out a pair of large rice balls and offered another one to her. "I am sure that you are hungry from training. So this one for you…"

This made Homura look warily of the white hair teen. Why is he been kind to her now? Doesn't he remember how much pain she caused for him? Shouldn't he be caution of her after what she try to kill him and successful kill his friend Sayaka?

But Homura soon hears her stomach growl, this causes her face turns slowly red. Soon she takes the large rice ball from his hands and starts eating.

This made Allen smile before taking a bite of his rice ball as well. The two eating their foods for comfortable quiet before Homura looks at him.

"Why did you save me after what I've done? Don't you understand I was trying to kill you on that day?" Homura questioned.

Allen didn't say anything and continued eating his rice ball while he stares at her. Why didn't the white hair teen say anything after she brought up the incident from before? There is no way he just saves her because he was passing by and saw her.

Soon sorrows from the last week when she tries to kill Allen come back to her, making the black hair girl have a grief expression. "I bet you don't even understand why I was trying to kill you… I have many reasons... I've watched from the sideline when I was introduced to Madoka and Mami, Mami dies fighting against the Walpurgisnacht before Madoka fell next to finished it, then Madoka fell as a Magical Girl before turning into a Witch herself! Sayaka was in love with Kyosuke before she dies! Others fighting each other since Kyoko Sakura appear! But you come along in this timeline! Why is that you come along and make changes these mistakes that happen… WHEN COULDN'T I CHANGE ANY OF THEM MYSELF!? WHAT MAKE YOU SO SPECIAL THAN ME?! I RISKED MY OWN LIFE TO ACCOMPLISH THIS! WHY COULDN'T I CHANGE ANY MISTAKES HAPPENING LIKE YOU DID!? WHY?! WHY COULDN'T I DO THEM?!" At the end of her speech, Homura finds herself to be sobbing when the many things listed went wrong in the past before Allen come along.

Soon she surprisingly finds herself being hug by Allen and tries to escape from his grips. But Allen keeps his arms around her despite her struggled. "Everybody needs a hug once in a while, you desperately looked like you needed one. So just stay in my arms and sobbing out your despair, I won't judge you." He said to her.

Homura surprised at hearing this, but she desperately wanted some sort of human contact, decided to just sob into his arms noting that he felt warm while he did so.

Soon the young girl was done sobbing her despair before looking up at the white hair teen.

"Why do you still care considering all that I have done?" Homura asked quietly.

"It's not in my character abandoned people. Even though you try to kill me, I still forgive you for what happened." Allen said, smiling.

This made Homura look surprised. She thinking that he has to be the biggest idiot she has ever met… or the kindest and most forgiving one she has met. At the same time, she is genuinely grateful for the willingness he was about offering her a second chance. While unknown to her, her cold heart started to beat a bit faster than normal.

"… Thank you," Homura said, flustered.

"Don't worry, Homura-chan. No one knows you're here." Allen said.

And so Homura whispered one thing in such low voice Allen didn't hear anything.

"Would be possible for you to erase my powers too..." She wondered, amazed at herself for thinking about that.

After all, if Madoka does become a Witch or dies in this world then she wouldn't be able to go to save her by going back in time.

On the other hand, because Allen exists and is here... maybe she can have hope for the future and if that is the case... then she wouldn't need to go back in time because Allen may not exist in another timeline...

* * *

(Next morning)

Allen is dressing for his school uniform and coming down the stairs when he hears the doorbell rang. He is a bit curious about who it could come at this hours in the morning.

"I'm coming! I'm coming!" Allen called out as he heading for the front door and opens it.

The white hair teen then finds himself looking at the red hair magical girl who waiting in the front door.

"What are you doing here?" Allen asked, curious.

"I just want to talk with you in private, Beansprout," Kyoko said.

Soon Allen's father comes down the stairs with Tatsuya in his arms. The younger Kaname notice who was at the front door.

"Oi!" Tatsuya recognized Kyoko from before.

"Who might you be?" Allen's father asked.

Before Allen or Kyoko could speak up, Tatsuya was the one who beats them to it. "She is Onii-chan's girlfriend…!" Tatsuya said, points at Kyoko.

This causes Kyoko to blush hard at the young boy's response, she suddenly hears a snicker and glares at the white hair teen who looking away from her.

"Eh? I didn't know you made a girlfriend already… especially someone so cute." Tomohisa said with a grin as this cause Kyoko's blush to become even worse than before.

"WHAT?! There is no way we're in that type of relationship! Especially with that guy!" Kyoko said, points her finger at Allen. If she was caught in a relationship with someone like him, she would likely be ashamed for the rest of her life.

"The feeling is mutual… after all, she kind of _friendzone_ me, Tou-san." Allen said as Kyoko's eyebrow twitching at his words.

"So is she from school?" His father asked.

"You see, she—" Before Allen can even finish, Kyoko jabbed him in the stomach and dragging him out of the Kaname residence.

"He sure grew up fast…" Allen's father said.

"Does this mean she really likes Onii-chan?" Tatsuya asked, looking up to his father.

"Let your brother handle this while we get breakfast ready…"

Meanwhile, Allen gets up after Kyoko takes him away from his home and glares at the redhead. Kyoko never looks so angry either as the two glare at each other.

"What the hell was that for, Flatness?!" Allen demands. Especially being taking away before he can even eat breakfast!

"That was for that stupid joke and telling them that I don't go to school…!" Kyoko growl with an intense glare.

"What do you have against school anyway? It a place where all kids go to learn and meeting other people." Allen retort but he didn't mention foods.

"Oh, please! It just nothing more than a boring place that adults telling you what to do and listen to boring lectures, Beansprout." Kyoko argued.

"The name is Allen, Flatness. But most of all, I pity those who can't go to school." Allen said. "If you don't get an education, then you won't be able to get a job in the future and living the life of a hobo."

"Shut up! I am not a hobo!" Kyoko said, feeling insulted from the white hair teen. "And is not like I can just go in my situation!" She reminded Allen.

The white haired boy had the decency of looking guilty upon hearing those words.

"Right... Sorry..." Allen apologized as he forgot that important detail.

"Why the hell does your little brother think we're lovers?" she demands.

"I am not sure. But Tatsuya and Tou-san might be under the impression that there is more to our relationship… something like a lover's quarrel." Allen said.

This makes Kyoko have a huge blush on her face as hot air going through her ears. She starting to regret the idea of coming straight to the Kaname resident in the morning now.

"So what do you want from me anyway? Why is it so important that you need to drag me away from breakfast?" Allen asked, crossing his arms.

"…I want you to reseal my Soul Gem now." Kyoko said.

This made Allen blinks immediately and looks a bit surprised at her request. "You already wants to give up been a Magical Girl?" he asked.

"Yes, I already used up the last Grief Seed yesterday. I rather not want to end up like Sayaka Miki before... being a Witch." Kyoko said.

"I see… Oh, alright." Allen said before offering his left hand.

Kyoko places her Soul Gem in his hand. Allen closed his left hand and focus his power on her Soul Gem. Soon there is a brief flash before a beam of light from his hand and transport back to Kyoko's body.

The former Magical Girl looks at herself carefully. "So what is like being human again…? Though I don't feel any different…" she wondered out loud and looks confused.

"I guess it different from Sayaka-chan and Mami-chan because you stay conscious," Allen said. "If that is all you want, then I'll be going now…"

"Wait, Beansprout!" But Kyoko wasn't done yet when she got in his way.

"What is it now?" Allen asked, impatient and getting hunger.

"… Do you think we can talk after your school is over?" Kyoko asked as this made Allen looks confused.

"Why?" The white haired teen asked.

He then notices Kyoko have somewhat nervous expression. "I promised you that it won't bother you too much…" Kyoko said.

Allen sighed before walking passing her. "Alright… Now if you excuse me, I need my meal before I can go to school." He said.

* * *

(With Madoka and others)

After their first class ended, Madoka and Sayaka meet up with Mami somewhere secluded. They were talking about the green hooded magical girl Sayaka and Kyoko come across.

"Mami-san, do you know anything about the green hooded magical Girl?" Sayaka asked to the Veteran/former Magical Girl.

"I know one a while back… but unlike the one you described; the one in the past, I know used a battle ax." Mami answer. "I don't know who this one could be… but I got a feeling that Kyuubey might be involved."

"We need to do something…" Madoka said with a serious expression. Whoever the new magical girl is, they need to realize what they signed up when making a contract with the white feline.

"But it won't be easy, Madoka. Since her weapon is strong and I have a bit trouble of piercing through them." Sayaka said to her best friend. "She was able to capture Sakura-san and she have a trouble of escaping from her binds."

Mami nodded as she agrees with Sayaka, though she felt a bit pity for what happens to her former student.

"Even so, we need to make sure no more girls endure what we went through," Madoka said, serious.

"But also support your brother… to end this madness made by Kyuubey," Mami added.

* * *

In school, Allen is busy doing a writing assignment for his class. Though he is focused on the assignment, his mind is a bit focus on his interaction with Kyoko.

It true that he and Kyoko bicker often whenever they meeting each other especially when they first meet, but they only talk peacefully when it over foods on the table or Mami threat them to get along.

The white hair teen realized something; he doesn't know much about the redhead than he thought. Surely, they have a love for foods and bicker at each other, but pretty much of their relationship.

_Beside she used to learn under Mami-chan and she lost her family… I really don't know much about her. Like what driven her to become a Magical Girl in the first place? And what happens to her family?_ Allen thought to himself.

Then he thought about Homura and their short time together after he rescued her from the river. He still hasn't told it to Madoka or Sayaka yet since he knows that they still don't trust Homura after what she was done.

But after learning her despairs, the white hair teen figure out why she went far and it revolved around the ultimate god-like Witch: Walpurgisnacht.

The Witch someday might kill Mami and his own little sister Madoka upon arriving straight into the city. Though it hard for Allen to believe that Homura can travel into the past due to her ability as a Magical Girl, but it also brings up two important questions to his mind.

Why he didn't exist in previous events that Homura live in?

Are the girls meant to die upon encounter the Walpurgisnacht?

Allen soon looks at the clock and notices that it nearly lunch time. He soon continued with his assignment. But he doesn't care about these questions, there is one thing he will focus on.

_There are still a lot I don't know… But as older brother, I will make sure that Madoka-chan won't die. That also goes for my friends_, Allen thought with a serious expression.

* * *

(With Kyoko)

Kyoko is currently by herself in the empty building that once was her home. She has a frustration look on her face as she trying to summon her new weapon.

But nothing seem to be happening so far.

"Why the hell isn't this working?" Kyoko growl in frustration.

She saw how Sayaka and Mami activated their weapons before and they didn't have any problems like this after they got their Soul Gems return to their bodies by the white hair teen. But the problem is why her weapon isn't showing up for her?

She tries every way that she could think of getting her weapon to make an appearance. Some are poses are from manga she read (even the stupid looks ones, but she is relief that no one is around to witness that or she will die in _extreme_ embarrassment). But nothing she does will make her weapon appeared!

Then she comes up with one possibility conclusion and makes her irritation than before. More than anything in the world.

Allen could have turned her back straight into a human.

"There is no way in the hell I turn back to a fucking average human…" Kyoko grumbled to herself. 'If that happens, I will make Beansprout paid for it!'

The thought of the white hair teen come into her mind and smiling at her. It made Kyoko downright angry especially those weird feeling occur in her chest when she thinking about him.

Kyoko soon let out a bite of a chocolate cake that she bought with the money she earned from her midnight activities.

"There is no fucking way … or goddamn way… that I would like him…" Kyoko cursed to herself as she walking across the floor. Without think, she accidently slips on the floor and lands hard on it in the process.

Soon Kyoko notices the surrounding of her place began to spins around and changing immediately.

"So you are the one who going to inherit my weapon, huh?" a voice asked, making Kyoko turns around to see a shadow figure approached him.

As he got close, Kyoko makes out his appearance. A taller man with leather metallic mask in what looks like a swat like an outfit with a similar design from Sayaka's new outfit.

Kyoko can tell by the look in the figure's eyes… that he have years of experience within those eyes of him. But… she can't help feeling very intimidated by his sudden appearance…

As if she stare at eyes of killer…

"Who… are you…?" Kyoko asked shiver, very nervous and uneasy.

"You can call me Winter Socalo. I am here to see if you are worthy in possessing my weapon…" The masked individual said with a shark-like grin.

* * *

(With Allen)

Soon the sun set down as Allen and other students are walking out of the school building. He soon spots a familiar red head not far from where he come out.

Like she promised, Kyoko did shows up but she is waiting by the tree.

"Yo…" Allen greeted casually.

"Hey there, Beansprout," Kyoko said.

"Flatness," Allen said. "So what do you want to talk about?"

"Not here." Kyoko said before gesturing the white hair teen to following her. "… There is something I want to show you."

Allen follows her as the two are walking down the street. The two didn't say anything as they continued walking in silent.

"So… where are we going?" Allen asked to break the awards silent.

"I will tell you when we're getting there, Beansprout." This made Allen's eyebrow twitching at her nickname she given to him.

"It's not Beansprout, Flatness," Allen said.

"Don't call me Flatness!" The redhead girl argued.

"Then don't call me Beansprout!" Allen argued back.

Kyoko growl before they end up in front of what looks like an abandoned church. When Allen saw the place, his eyes wide in surprise as he remembers this from a newspaper years ago.

"Isn't this Sakura Church…?"

* * *

Meanwhile…

Madoka, Sayaka, and Mami were exploring a witch barrier after finding it hidden near a bookstore. They already finished some of the Familiars in here before heading straight for the Witch itself.

"It's been a while since we fought against another Witch." Madoka comment.

"Yeah… it hard to believe as well." Sayaka agreed.

"But we need to be careful, Sayaka," Mami warned to Sayaka.

Since both of them have their Soul Gem resealed back into their bodies, they aren't much invincible as they were before as Magical Girls.

"So Madoka, how do you feel about going back being human again?" Sayaka asked. She knows that her friend needs to do some thinking about it.

"I think it will be nice," Madoka said with a smile.

Soon the three girls hear a munching sound as Mami gestured the two to become quiet before they ventured through the dark hallway.

There they saw the Witch that resembled a cartoon shaped caterpillar on a white chair and munching on cake.

"Kaichu: Ichigen!" Sayaka shouts as she released the small swarms of supernatural creatures at the Witch and causing it to fall straight out of the white chair.

"As much as we will let you finished your meal, we're going to help you go back to normal," Mami said with her Judgement in hand.

This cause the Witch to let out a growl before coming charged at them. But this made the three girls dodging out of the way, causing the Witch to turns around and went after them.

Mami then pulled the trigger of Judgement and fire several shots as the attacks causing more explosions appear on the Witch.

Madoka then follows up with firing several arrows to pin the Witch straight to the wall before she and Sayaka try to join Mami. Before they could join her, several different Familiars stand in their way and growling at them.

"These Familiars aren't from this Witch barrier…" Madoka observed.

"But how they end up here?" Sayaka asked, confused.

"**So this is what you enjoy doing…,**" a dismembered voice said as the green hooded magical girl appears beside the Familiars.

"A voice scrambled…?" Sayaka wondered aloud, surprised that this girl is using something to cover up her real voice. But what even shocking is that this girl is with the Familiar and the Familiars aren't attacking her at all.

"Who are you and why are you doing this?" Madoka question to her fellow Magical Girl.

"…**I am someone who enjoys having fun.**" The green hooded Magical Girl said in a monotone tone.

"Shut up! Don't you know what you got yourself involved in?!" Sayaka bark angry.

"**The same goes for you. Those who seeks power to change the entire world at their fingertip while cast those weaker than others aside.**" The green hooded Magical Girl scoffed before gestured the Familiars to attack the two.

Sayaka is the first to react by attacking those who try to get close to Madoka with her Mugen while Madoka provides support with long range with her arrows. But what on the mind of the two girls is how these Familiars are listening to the unknown Magical Girl?

After slashing down a couple of Familiars, Sayaka noticed there was faint sight of strings on their bodies before leap backward as she slashing the strings back when the green magical girl advanced toward her until she was caught in a serious bind made of strings.

"Damn…" Sayaka gritting her teeth as she struggling with her bonds on the ground.

"Sayaka-chan!" Madoka shouts before ran toward to aid her friend.

"Don't come close, Madoka!" But the blue hair girl's warning comes too late, Madoka soon caught herself in a similar bind as her.

Soon the mystery hooded girl gesture her string to tossed Madoka in mid-air and send her to the wall.

"**Do you really think that you can go up against me, Madoka Kaname…? These strings of mine are strong enough to tie down against strongest Familiars to my will.**" The mystery girl remarked before the girl feels something like steel against the back of her hood.

"Don't move… or else." A dangerous voice said. The magical girl glances to the side and saw Mami with her Judgement pointed straight at her head.

"**Hmph. Looks quite unfair… but we meet again,**" The mystery green hooded girl said, making the three girls confused as she dropped what like a smoke bomb to the ground.

This cause the three girls to let out a cough before the smoke faded away and the mystery girl is nowhere around. Mami notices that the two girls can move again before approaching them.

"Are you two alright?" Mami question.

"Yeah… it hard to believe she got there," Sayaka said.

Madoka looks around and notices the witch barrier faded away. "What about the Witch?" Madoka asked.

Mami smiled. "Don't worry. I already move her away after restoring her back to her original form and come back to help you two. Though it was a little unexpected."

This made the two blink.

"What do you mean?" Sayaka asked.

Unknown to them, Homura is watching the three girls from afar. It a good thing they were saved, but she is concern about who this new Magical Girl is or what her motivated to go against them.

* * *

Back at the abandoned church, the two look at each other.

"So you know this place, huh?" Kyoko replied.

"Yeah, I heard it was supposed to be abandoned after something happens to the main Priest." Allen answers. But Kyoko didn't say anything before she kicked the door down.

"Oi, isn't that a bit rude?" Allen questioned to the redhead.

"Shut up!" Kyoko said before they went straight into the building itself. It's kinda of creepy and had unsettling feeling within the abandoned church.

They soon walked over the wooden planks up a huge wide set of stairs.

"Why do you want to show me this place?" Allen asked.

"It will be a long conversation," Kyoko said before finding a brown bag of apples and tossed one to Allen. "Want some?"

Allen accepts the apple before taking a bite.

"What is so important about this place?" Allen questioned.

"This place… was my dad's church." Kyoko revealed.

This made Allen stop chewing on his apple and looks at this place shocked. "What? Your father owns this place…?" Allen asked, looks surprised at the redhead.

"He was kind and honest for his own good. Every day, he would cry as he reads the newspaper. He was seriously distressed over the state of the world. Because of people for whatever reason, be it they thought them blasphemy, heretical, or simply out of line with what the church was teaching, his new teachings directly contributed to the lower turnouts during sermons as well as my own family's poverty and destitution. I thought his teachings were the truth anyway, so I wished people would listen to what he said and I became Magical Girl! But my father then found out about it. Rather than being thankful that his own daughter helped keep his career afloat, he went mad and killed everyone in his family except for the very daughter he'd come to scorn." Kyoko said, making Allen's eyes wide in shock.

"So that what really happens?" Allen muttered in disbelief. But he is also feeling pitiful that Kyoko loss her sister in the process.

"My mom try to stop him and failed before being killed. My sister didn't do anything wrong and he killed her while he was insanity, but he left me alive… calling me a deceiving witch. And then he killed himself. Never mind the fact that I literally turned his life around to a point where things were getting better, apparently to him convincing people of your views is more important than a stable livelihood. No matter what I say, he won't even believe me due to being insanity and cursed me. I was too slow of even saving my sister or mom from him. After they die, I soon left on my own to get away from the authority. There is no way they will believe me about being a Magical Girl. Have to resort to living on the street by looting whatever I can to find for myself and cursed myself. That is why I never consider using my power for the sake of someone or this will end up happening to them. If you wish for hope, then you will get despair along the way." Kyoko said before looking back at Allen.

"Why are you telling me this?" Allen asked.

"Do you ever think of what will happens if Kyuubey keeps staying in this world? He will keep the advantage of their wish and creates more Witches and Magical Girls. I tried to kill that little bastard myself, but he turns out to have a spare body when being kills every time. Every time you save one, then Kyuubey will keep looking for more. You will fucking end up a never ending cycle with nowhere out." Kyoko said seriously to him.

"I think I understand how you feel. I never experience anything of the things you have experienced because I lost my memories. I don't know who I was and where I was from. Or if I have anyone waiting for me." Allen said, thinking back to the past.

This made Kyoko have a bit sympathy look on her face. Even though she have bad memories, Allen didn't have any memories prior to living with the Kaname family.

"After Madoka-chan finds me, I end up making a lot of good memories with my currently family and my friends. Not matter how bad memories you have in your life, you can gain good ones as well." Allen said with a smile. This made Kyoko looks surprised at him.

"I am not alone when it comes to saving those from the Witch-Magical Girl cycle and figure out a way to end Kyuubey's plan. If there is someone in darkness, there is always there people come save them. Like I did with Sayaka," Allen continued. "After all, I did save you from your poverty issue, right? It does count as saving you."

This made Kyoko blush and stuttered. "T-That doesn't count at all, Be-Beansprout!" But it ends up making Allen laughed at her embarrassed reaction as this cause Kyoko to growl in angry.

"Th-hat does it! Beansprout, I challenge you to a duel match with my new weapon!" Kyoko declared with angrily.

"Are you sure about that?" Allen asked sly. "I am sure that you will need practices…"

"Like hell, I would need one to beats you up!" Kyoko said seriously.

"If you say so, Flatness… Let's take this outside." Allen recommended.

Soon the two went straight outside of the church and walk few feet away from each other.

"Time to shred… Madness," Kyoko said with a serious tone.

The redhead girl suddenly burst straight into a bright light. Kyoko soon donned in outfit similar to Sayaka's black and silver uniform with black shorts. On her shoulders happens to be two spiked half rings attached there.

Kyoko then slides down the two rings and clapped her hands together, created a circle. Suddenly two enormous blades materialized on either end of the circle.

Allen stares with awe at her new weapon. "I am surprised that you can wield something that big, but who did you meet?" Allen asked, notices the redhead shiver a bit.

"Shut up and get out of your weapon, Beansprout!" Kyoko shout, not wanting to think about that crazy man.

"Let's go… Crown Clown," Allen muttered before his white jacket and metallic claw materialized onto his body.

The two stare at each other for a moment before they charge straight at each other and their weapons clashed with other. Kyoko then spins her dual blade weapon around to blocking incoming attacks from the white hair teen before went for a thrust.

Allen saw it coming and sidestep to avoid the incoming attacks. Though one of her attacks nearly cut a bit of his hair off, making the white hair teen's eyes narrow. Soon Allen jumps into the air and delivers a few kicks to Kyoko in the chest, causing the redhead to rolling across the floor.

"I see you got a bit better than I remember…" Kyoko said with a smirk, getting herself up from the ground.

The two soon charged at each other before their weapons collided with another.

* * *

**To be continued…**

**AN: That is the end of the chapter. So what do you think of the chapter so far? Yeah, I thought this would be good chapter to focus on the plot after the Beach special chapter. I also thought up about other side effects regard to Allen saving those who been Witches for a long time. We also get to see Kyoko who wielding Winter's weapon Madness. Poor Kyoko, she is even scared of her meeting with him that she won't even admit it…**

**Anyway, be sure to review or message me for any questions, comments, or concern. And don't be afraid to look at my other stories.**


End file.
